ENMiłosz’s poem Undressing Justine is read as a metatextual whole and more than a dialogue with Orzeszkowa’s On the Banks of the Niemen. The poem establishes both the speaker’s relationship with the main character of the novel, as well as with Orzeszkowa – the patron of literary returns to Lithuania and of writerly self-restraint. It is also an insight into the process of transition from the initiatory reading experience to reflections of a witness to History. An erotic scene with a mirror, in the light of Lacan’s psychoanalysis, leads to identification of the poetic voyeur with Justine. The presentation of Orzelska’s life in a gesture of making the fiction real makes her a figure of homeland and fate. The combination of vanitative and catastrophic symbolism with sensual description reinforces the poem’s ambiguity from the perspective of post-memory. An affective record of reading shifts into creating a community of the living and the dead, made possible by the poetic word. The host of the hybrid text adds a later comment to the oeuvre, exposing the palimpsest character of phantasms, childhood memories, and historical sources. The poem turns out to be both an ambiguous tribute to Orzeszkowa, an incarnation of the topos of inspiration (intuition verified by historical testimonies), and a gesture of the old poet’s identification with his former self. Keywords: Czesław Miłosz, autobiography, eroticism, history, making fiction real.