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This article argues that the Old English Apollonius is a deliberate, complete adaptation of the Apollonius story that centers women’s learning. Read as an integral narrative, rather than a fragment, the Old English Apollonius becomes a story about Princess Arcestrate’s education and governance. Following hagiographical models, Arcestrate’s learning and virtue take center stage, with Apollonius displaced into the supporting role of teacher. The adaptation celebrates female learning as the means of moral governance and dynastic success.