The article argues for not only an overall influence of Plato's Timaeus on the cosmogony in Ovid's Metamorphoses, but for the possibility of a more direct textual echo of Timaeus, 92c1-2 in Metamorphoses, I,1-2. Regardless of their obvious differences, both texts address changes of body that proceed from states of mind, and it is these changes that the reader must espouse in their imagination.