Lucretius is so well known to be an Epicurean poet that it may seem pointless to investigate his philosophical influences. The situation should be straightforward, but many un-Epicurean influences have been noticed in De rerum natura, and there has been considerable argument over whether, or to what degree, these are philosophical or simply poetic influences. The fact that Lucretius uses the medium of verse for his philosophical exposition complicates the picture. He has a marked tendency to appropriate the language and imagery of his “opponents” and use them to argue against their world view. So we can say, for example, that he is an Ennian poet, because of his use of Ennius as a poetic source, while he disagrees fundamentally with Ennius’ Pythagoreanism, and that he is a Homeric poet despite, or because of, his mission to combat the Homeric world view of gods intervening in human affairs. He also makes little distinction between poetic and philosophical sources, and this makes the question of his philosophical influences even more complicated. Further, his most important poetic influence is Empedocles, and Empedocles is a philosopher poet; because of this aspects of the Empedoclean world view tend to be imported into DRN along with poetic influence.2 As well as this, Lucretius actively embraces parts of Empedocles’ vision, in particular the figure of Aphrodite as a governing principle of the universe. I argue that Stoic sources are also appropriated and “turned” by Lucretius, especially Cleanthes’ Hymn to Zeus. Cleanthes, as I see it, had already used Empedocles as a source for his hymn, replacing Aphrodite, the Empedoclean “feminine principal”, with the Stoic masculine controlling principle Zeus. Lucretius topples the usurper Zeus from his throne and puts Aphrodite/Venus back in her rightful place. In the first section I look at the ways in which Lucretius himself speaks of his poetic and philosophical sources.