Rosalind: “And why, I pray you? Who might be your mother”

What is happening, what every line means, how to perform it, and how to use it in an audition, with the full text.

The Offbook team

Oct 8, 2026

What is happening

Rosalind, banished from her uncle’s court, is living in the Forest of Arden disguised as a young man called Ganymede, with her cousin Celia, who is disguised as his sister Aliena. Rosalind is in love with Orlando, who has also fled to the forest. In the scene just before this one, he failed to turn up when he had sworn he would, and Rosalind has been fretting about it.

The old shepherd Corin brings them to watch what he calls a pageant: the young shepherd Silvius begging for the love of the shepherdess Phebe, who scorns him. Rosalind promises she will “prove a busy actor in their play.” They watch Phebe mock Silvius’s talk of her murderous eyes and tell him to keep away from her.

Then Rosalind steps in as Ganymede. She scolds Phebe for her pride, scolds Silvius for worshipping her, and tells Phebe to take Silvius while she can. It backfires: partway through, Rosalind notices Phebe staring at her, and by the end Phebe has fallen in love with Ganymede: “Sweet youth, I pray you, chide a year together.”

Lines: 29
Words: 252
At 150 wpm: 1.7 min
Form: Verse

The speech, beat by beat

The full text in 5 beats. Under each beat: what it means in plain English, and a note for playing it.

Lines 1–6 · Who do you think you are?

1And why, I pray you? Who might be your mother,
That you insult, exult, and all at once,
Over the wretched? What though you have no beauty—
As, by my faith, I see no more in you
5Than without candle may go dark to bed—
Must you be therefore proud and pitiless?

In plain English And why, may I ask? Who was your mother, that you can gloat and crow over this poor man all at once? So what if you’re no beauty (and honestly, I don’t see enough in you to light your way to bed without a candle)? Does that give you the right to be proud and pitiless?

Acting note She comes in hot, in the middle of the scene. “Insult, exult” is a little jingle, so enjoy it. The candle joke is a real laugh line.

Lines 7–10 · Why are you looking at me?

7Why, what means this? Why do you look on me?
I see no more in you than in the ordinary
Of nature’s sale-work. ’Od’s my little life,
10I think she means to tangle my eyes too!

In plain English Wait, what’s this? Why are you looking at me like that? I see nothing more in you than nature’s ordinary, ready-made goods. Good heavens, I think she means to trap my eyes too!

Acting note The surprise of the speech. Phebe’s look is a trap Rosalind did not see coming, and “’Od’s my little life” is a quick, private alarm. Play it as a real discovery.

Lines 11–14 · Don’t get your hopes up

11No, faith, proud mistress, hope not after it:
’Tis not your inky brows, your black silk hair,
Your bugle eyeballs, nor your cheek of cream,
That can entame my spirits to your worship.

In plain English No, really, proud lady, don’t hope for that. It isn’t your inky eyebrows, your black silky hair, your beady black eyes or your creamy cheek that can tame me into worshipping you.

Acting note She lists Phebe’s best features in order to dismiss them. Keep it light and teasing; the more she protests, the funnier it is.

Lines 15–22 · To Silvius

15You foolish shepherd, wherefore do you follow her,
Like foggy south puffing with wind and rain?
You are a thousand times a properer man
Than she a woman: ’tis such fools as you
That makes the world full of ill-favour’d children:
20’Tis not her glass, but you, that flatters her;
And out of you she sees herself more proper
Than any of her lineaments can show her.── 60-second cut ends here ──

In plain English You foolish shepherd, why do you follow her around like the foggy south wind, puffing out sighs and tears? You are a thousand times better looking as a man than she is as a woman. It’s fools like you who fill the world with ugly children. It isn’t her mirror that flatters her, it’s you: in your eyes she sees herself as more beautiful than her own features could ever make her.

Acting note A turn of the head and a new target. The scolding is also kind: she is building Silvius up.

Lines 23–29 · Take him

23But, mistress, know yourself: down on your knees,
And thank heaven, fasting, for a good man’s love:
25For I must tell you friendly in your ear,
Sell when you can: you are not for all markets:
Cry the man mercy; love him; take his offer:
Foul is most foul, being foul to be a scoffer.── 90-second cut ends here ──
So take her to thee, shepherd: fare you well.

In plain English But, lady, know yourself. Get down on your knees and thank heaven, fasting, for a good man’s love. Let me tell you quietly, as a friend: sell while you can, you won’t sell in every market. Beg his pardon, love him, take his offer. Ugliness is at its ugliest when it mocks. So take her, shepherd. Goodbye.

Acting note The market advice is blunt and funny. “Friendly in your ear” suggests she moves close to Phebe, which only makes things worse. The rhyming couplet (offer, scoffer) clinches the argument, and line 29 hands Phebe over like a prize.

Hard words

Word	Line	Meaning
Who might be your mother	1	who were your parents (that you think you can behave like this)?
insult, exult	2	gloat and crow in triumph
without candle may go dark to bed	5	your beauty isn’t bright enough to light you to bed; you’d still need a candle
the ordinary	8	the common run
sale-work	9	ready-made, run-of-the-mill goods
’Od’s my little life	9	God save my life! (a mild oath)
tangle	10	trap, ensnare
bugle eyeballs	13	eyes like shiny black glass beads
entame	14	tame, subdue
foggy south	16	the south wind, which brings fog and rain (his sighs and tears)
properer	17	better looking
ill-favour’d	19	ugly
glass	20	mirror
lineaments	22	features
Cry the man mercy	27	beg the man’s pardon
Foul is most foul, being foul to be a scoffer	28	ugliness is ugliest when it is also scornful

How to perform it

Remember she is acting. Rosalind is playing Ganymede, a cheeky young man, and she has just promised to be “a busy actor in their play.” Some of the bluntness belongs to the part she is playing; some is her own impatience in love, fresh from Orlando failing to turn up. Let both show.
Know who you are talking to: Phebe (lines 1 to 14), Silvius (15 to 22), Phebe again (23 to 28), and Silvius (29). In an audition, fix two clear spots for them and switch between them decisively.
Play the discovery at line 7. Everything up to there is a confident attack. “Why do you look on me?” is the first moment she is thrown, and much of the comedy lives in how she covers it.
Enjoy the insults, but keep the point. The jokes about candles, ready-made goods and markets are a show of young-man rudeness, but her real aim is that Phebe should treat a good man well. If it turns merely nasty, the comedy dies.
Handle the verse. It is blank verse, full of lines that run on into the next, and it ends with a rhyming couplet (“offer,” “scoffer”). Keep the pace up, breathe at the full stops, and let the couplet land as the clinching joke.
Common mistakes: playing a man so broadly that Rosalind disappears; talking to the air instead of to Phebe and Silvius; and rushing past the laugh lines. Give a moment after “go dark to bed” and “you are not for all markets.”

Using it in an audition

Acting Coach Scotland lists this among the seven most popular Shakespeare monologues for women at drama school auditions, and the Australian drama school JMC Academy offers it as one of the Shakespeare monologues applicants may choose for its acting audition, so panels know it well; a fresh take on the surprise at line 7 matters more than polish. It suits actors with quick wit who can play a young woman pretending to be a young man; the play does not give Rosalind’s age. The full speech runs about 1.7 minutes at 150 words a minute. The 90-second cut on this page ends at line 28 on the couplet “Foul is most foul, being foul to be a scoffer,” the strongest ending and the one JMC Academy’s version uses; it drops only the goodbye to Silvius. The 60-second cut ends at line 22, after the Silvius section, and loses the advice to Phebe; if you use it, make line 22 land as a final put-down. Pair it with a serious dramatic piece, such as Hermione’s “Sir, spare your threats” or Juliet’s potion speech.

Rosalind, As You Like It, Act 3, Scene 5. William Shakespeare. Public domain text.

How long it runs

Pace	Words a minute	Run time
Deliberate	130	1.9 minutes
Conversational	150	1.7 minutes
Brisk	170	1.5 minutes

These are speech times before pauses. To time your own run, paste the text into the monologue timer. The cut marks in the text stop at a full sentence near 60 seconds (line 22) and 90 seconds (line 28).

Practice it: first-letter version

Each word is cut to its first letter. Say the whole line from the letters, then check the text. Make cues from any script with the first-letter memorizer.

A w, I p y? W m b y m,

T y i, e, a a a o,

O t w? W t y h n b—

A, b m f, I s n m i y

T w c m g d t b—

M y b t p a p?

W, w m t? W d y l o m?

I s n m i y t i t o

O n s-w. ’O m l l,

I t s m t t m e t!

N, f, p m, h n a i:

’T n y i b, y b s h,

Y b e, n y c o c,

T c e m s t y w.

Y f s, w d y f h,

L f s p w w a r?

Y a a t t a p m

T s a w: ’t s f a y

T m t w f o i-f c:

’T n h g, b y, t f h;

A o o y s s h m p

T a o h l c s h.

B, m, k y: d o y k,

A t h, f, f a g m l:

F I m t y f i y e,

S w y c: y a n f a m:

C t m m; l h; t h o:

F i m f, b f t b a s.

S t h t t, s: f y w.

More from As You Like It

More lists: Shakespeare monologues, Monologues for women, Comedic monologues.

Sources

Questions actors ask

How long is Rosalind’s And why, I pray you? Who might be your mother speech?

29 lines and 252 words. At 150 words a minute it runs about 1.7 minutes; a slower, more deliberate delivery at 130 takes about 1.9 minutes. Pauses add time, so time a full run out loud.

Is it a good audition monologue?

What is the fastest way to memorize it?

Learn it in sense units, not line by line: say each thought out loud until you can do it without looking, then add the next. The first-letter version below keeps the shape of every line in view while you test yourself.