The unspecified painting referent in Axmatova’s enigmatic poem, “Staryj portret” (1910), dedicated to the painter Aleksandra Ekster, has long been cause for speculation. Several possible visual referents have been proposed (Rosslyn, Rubins), but none is entirely convincing. I will argue that Nikolaj Čerepnin’s ballet-pantomime, Pavil’on Armidy, which opened first in 1907 in Petersburg and then in Paris in 1909, provides a critical and hitherto unconsidered theatrical subtext for the spare, but dramatic poem. Considered within the context of the ballet’s libretto and costume designs in particular, the relationships between the figures described in the poem take on more specific and comprehensible contours. Written by Aleksandr Benois, the ballet libretto, based on Theophile Gautier’s story “Omphale,” serves as inspiration for the plot and vocabulary of “Staryj portret” (zal, portret, toržestvo, bronzovyj…). The poem is focused especially on the ballet’s second scene, “Oživlennyj gobelen,” in which a portrait of the beautiful and dangerously enchanting Armida comes to life. In a fantastic dream sequence, Armida, with the help of a male servant, a part danced in the ballet by Vcslav Nižinskij, seduces the vulnerable Viscount René d’B. One costume sketch by Aleksandr Benois, “Mužskoj kostjum. <Arapčonok s opaxalom>” (Sankt-Peterburgskij gosudarstvennyj Teatral’naja biblioteka) depicting Armida’s servant holding a blue fan, reveals the visual source for Akhmatova’s description of “Staryj portret”’s male servant, who holds a blue fan: “Negr za toboj s golubym opaxalom.” Axmatova’s concealed references to Pavil’on Armidy are complicated by additional echoes within the poem to a number of verbal texts, including Annenskij’s essay “Portret” (1906), Poe’s story “The Oval Portrait” (1842), Baudelaire’s poem “Un Fantome” from Les Fleurs de Mal (1857) and, as Roman Timenčik has noted, Gautier’s poem “Pastel” (1835). A discussion of “Staryj portret”’s intertwining of references – theatrical, visual and verbal – sheds light on the early emergence of what would become enduring motifs in Axmatova’s oeuvre, including theatrical performance and female portraiture, with particular emphasis on the relationship between the female subject and the male artist. Through analysis of the specific example of “Staryj portret” and its visual and verbal referents, this paper demonstrates the relevance of Mir iskusstva and the Ballets Russes to Axmatova’s early poetry.