Thomas Starkey's (c. 1495–1538) Dialogue between Reginald Pole and Thomas Lupset is one of the most significant works of political thought written in English between Fortescue and Hooker, for several reasons. It gives insight into its author's intellectual background – Oxford, Paris, Avignon, Padua, Venice – which he shared with many of the other ideologues of the Henrician state. More than that, the Dialogue represents one of the first attempts to blend continental humanism of a Venetian variety, and perhaps Florentine as well, with native English traditions in the creation of a theoretical justification for what Starkey called a ‘mixed state’. In this and in the practical reform proposals which issued from it, Starkey went beyond Thomas More, however superior Utopia may be as a work of literature, or how much more directly it seems to speak to us. The work is also worthy of attention for Starkey's own standing, even if hisinfluence with Thomas Cromwell was shortlived. G. R. Elton has begun this sort of study by using Starkey'sreforms to explore the intellectual underpinnings of the Cromwellian reform. Aside from this effort, interpretation has not been very successful. The Dialogue is undoubtedly a daunting work, not because of the inherent difficulty of its arguments, but rather the extreme eclecticism of the author and his attempt to fulfil two apparently discrepant purposes. It is precisely on this last point that modern criticism has fallen down most seriously. I would like to suggest that placing the work in its proper context in Starkey's life allows not only the recovery of those two conflicting intentions, but also a sketch of the motives underlying them. This will involve an examination of the only surviving manuscript of the Dialogue.