In his excellent commentary on Callimachus' fifth Hymn, A. W. Bulloch has discussed the many allusions to earlier literature out of which this poem is made. He has, however, missed one: an allusion to Hesiod's Catalogue, which, as I shall show here, not only sheds light on one of the poem's most puzzling scenes – Athena's consolatio to the nymph Chariclo – but also helps to explain the articulation and function of the poem's first, so-called ‘mimetic,’ section.