This essay identifies a pervasive vein of compound, critical imitation in Dido, Queen of Carthage as the foundation for its theatrical parody. The play assumes and exploits audience familiarity with both Vergil's and Ovid's poetic accounts of the Aeneas-Dido story and the fall of Troy: in the Aeneid, the Metamorphoses, and the Heroides. Marlowe imitates Ovid's poetic strategies of manipulating Vergil's Aeneid for lyrical and ironic effect. I suggest he also bears in mind strategies of imitation employed by Lucan's De Bello Civili (Pharsalia). Analyzing the dynamic relationship between verbal imitatio and dramatic spectacle in Dido, I draw two conclusions about the play's poetics of compound imitation. First, Dido interrogates the Aeneid's rhetoric about Aeneas and his destiny, skeptical of its investment in martial virtus, thus suggesting some degree of satire regarding English military campaigns and exploitation of the Troy legacy in the 1580s. Yet, the play complicates that critical vein with self-consciousness about its own nature as imitatio: about how its own methodology for interrogating and deflating Vergil's epic determines the boundaries of its creative license with the Aeneas-Dido story. Marlowe's Aeneas and Dido characters both face the quasi-tragical anagnorisis that they are victims of their classical sources. (T.D.C.)