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The relationship between Andrew Marvell and John Milton is typically taken to be one of straightforward friendship. This article offers a complete reconsideration of the association between these two major writers, re-examining their Interregnum correspondence, their involvement in Restoration controversy, and, most importantly, Marvell's poem "On Paradise Lost." It offers new readings of this evidence, pointing out important tensions and difficulties that have often been overlooked. The article concludes that, although this was a friendship worthy of the name, it was also a more profoundly uneasy alliance than has hitherto been recognized.