The Second Book of the Tao


Compiled and adapted from the Chuang-tzu and the Chung Yung, with commentaries

The Penguin Press 2009

The most widely translated book in world literature after the Bible, Lao-tzu’s Tao Te Ching, or Book of the Way, is the classic manual on the art of living. Following the phenomenal success of his own version of the Tao Te Ching, renowned scholar and translator Stephen Mitchell has composed the innovative The Second Book of the Tao, which draws from the work of Lao-tzu’s disciple Chuang-tzu and Confucius’s grandson Tzu-ssu. Mitchell has selected the freshest, clearest teachings from these two great students of the Tao and adapted them into versions that reveal the poetry, depth, and humor of the ancient texts with a thrilling new power, and makes them at once modern, relevant, and timeless. Alongside each adaptation, Mitchell includes his own brilliant commentary, at once illuminating and complementing the text.

The left to the Tao Te Ching’s right, the yang to its yin, a companion volume and antimanual, The Second Book of the Tao is a great gift to contemporary readers.



“A second book of the Tao? There’s no such thing! What did you do—pull it out of your hat?”

Well, yes, if hat is defined as the treasury of recorded wisdom that is our common birthright. In that treasury, there is nothing more precious than the wisdom of the ancient Chinese.

The selections in this book have been adapted from two Chinese anthologies that were probably compiled between 300 and 100 BCE: the Chuang-tzu, parts of which were written by the eponymous sage, Master Chuang (c. 369 – c. 286 BCE), and the Chung Yung (“The Central Harmony”), which was ascribed to Confucius’ grandson, Tzu-ssu (c. 483 – c. 402 BCE). I have anthologized these anthologies, picking from them the freshest, clearest, most profound passages. Facing each chapter there is a brief commentary, which is meant to clarify the text or to complement it. I have written these in the spirit of Chuang-tzu, for whom nothing, thank goodness, was sacred.

The first book of the Tao (written by the perhaps legendary Lao-tzu) is the Tao Te Ching, that marvel of lucidity and grace, the classic manual on the art of living. What I wanted to create here was a left to its right, a yang to its yin, a companion volume and anti-manual. The Chuang-tzu had the perfect material for that: deep, subtle, with an audacity that can make your hair stand on end. If Lao-tzu is a smile, Chuang-tzu is a belly-laugh. He’s the clown of the Absolute, the apotheosis of incredulity, Coyote among the bodhisattvas. And the Chung Yung provided a psychological and moral acuity of comparable depth.

Readers who are familiar with the Tao Te Ching but don’t yet know the Chuang-tzu or the Chung Yung—or who, having dipped into them, were discouraged by their unevenness—are in for a treat. Naturally, since all three texts tell of the Tao that can’t be told, there are passages in The Second Book of the Tao that overlap with the Tao Te Ching. But even these passages may strike you as revelations, as if some explorer had discovered a trove of unknown Lao-tzu scrolls buried in a desert cave. And there is much that will be entirely new: meditations on dreams, death, language, the I and the other, doing and not-doing, the origin of the universe, the absolute relativity of things.

In addition to these descriptions, we meet a cast of vivid characters, most of them humble artisans or servants, who show us what it means to be in harmony with the way things are: the monkey trainer who turns on a dime in his hilarious, compassionate diplomacy; Ting, Prince Wen-hui’s cook, whose one-pointedness elevates butchering to the level of the performing arts and beyond; Pien the wheelwright, willing to risk his life to teach a ferocious nobleman that what is most valuable can’t be taught; Ch’ing the woodworker, whose bell stand is so beautiful that people think a god must have made it; and Chi Hsing-tzu, trainer of champion gamecocks and virtuoso of patience. We also meet philosophers and fools: Lieh-tzu, who has an intimate chat with a skull; Hui-tzu, the epitome of logic and propriety, Chuang-tzu’s friend and rival, straight man and foil; the ludicrous Marquis of Lu, who shows that the Golden Rule can be mere projected egotism; and Master Yu, who, even when afflicted with a grotesque deformity, never loses his cheerfulness and sense of gratitude. Finally there is Chuang-tzu himself. We meet him in a few delectable stories and dialogues, as he wakes up (maybe) from the dream of a butterfly, refuses the post of prime minister, celebrates the death of his beloved wife, or discusses the usefulness of the useless and the happiness of fish.

Chuang-tzu has been called a mystical anarchist, and it’s true that his words sometimes have a contrarian flavor that seems to put them at odds with Lao-tzu’s concern for enlightened government. Given the least semblance of control, Chuang-tzu offers a whole world of irreverence and subversion. But if you look more closely, you’ll see that he is neither a mystic nor an anarchist. He’s simply someone who doesn’t linger in any mental construct about reality, someone who lives as effortless action and peace of heart, because he has freed himself from his own beliefs. What he subverts is conventional thinking, with its hierarchies of judgment, its fors and againsts, betters and worses, insides and outsides, and its delusion that life is random, unfair, and somehow not good enough. Learn how to govern your own mind, Chuang-tzu says, and the universe will govern itself. In this he is in wholehearted agreement with Lao-tzu and with the meticulous Tzu-ssu, for whom attention to the innermost self is the direct path to a just society.

One of the qualities I most treasure in Chuang-tzu is his sense of the spontaneous, the uncapturable. This makes it easy to follow in his footsteps. Since there are no footsteps, all you can follow is what he himself followed: the Tao. He had confidence that in being true to his own insight he was being true to his teacher Lao-tzu. There was nothing to say and no way to say it, yet it had to be said. As a Zen poet-descendant of his wrote more than a thousand years later,

The moon floats above the pine trees
as you sit on the veranda in the cool evening air.
Your fingertips move lightly along the flute.
The melody is so lovely that it makes the listeners weep.
But wisdom’s flute has no holes
and its ancient clear music is beyond emotion.
Don’t even try to play it
unless you can make the great sound of Lao-tzu.

What could be more useless than a flute with no holes? Yet, if you understand, you put it to your lips and the ancient clear music happens by itself. Had Chuang-tzu believed that there was anything to live up to he would have been too intimidated even to try. There was nothing to live up to. There was only a passion for the genuine, a fascination with words, and a constant awareness that the ancient Masters are alive and well in the mind that doesn’t know a thing.


When we exhaust our minds by clinging to a particular side of reality without realizing the underlying oneness, this is called “three in the morning.” What does that mean?

A monkey trainer, handing out acorns, said, “Each of you will get three in the morning and four in the afternoon.” The monkeys were outraged.

So he said, “All right, then: you’ll get four in the morning and three in the afternoon.” The monkeys were delighted.

Nothing essential had changed, yet one statement produced anger, and the other, joy. The trainer simply knew how to adapt to reality, and he lost nothing by it.

Thus the Master uses his skill to harmonize with both sides, and rests in the Tao, which makes all things equal. This is called “walking on two paths at once.”


The whole human condition is present in this tricky little tale, which would be sad if it weren’t so ridiculous. Although from the standpoint of the monkeys it’s about the power of righteous indignation, from the standpoint of the monkey trainer, behind the scenes, it’s about skillful management. You have to admire his one-two punch; he’s both bad cop and good cop. But what is the trainer training the monkeys in, anyway? Discernment? If so, he’s being made a monkey of.

Whenever we cling to a particular side of reality, it’s we who are the monkeys, losing ourselves in outrage or partial delight. If we look more carefully, though, we can see that reality has only one side, like a Möbius strip. Stars or raindrops, acorns or ashes, apparent blessings, apparent disasters—when the mind is clear, each is an occasion for rejoicing. That’s what discernment is about.

Once our mind-monkeys are fully trained, it’s all good. In the mathematics of mental peace, three equals four, one equals zero. Adapting to reality means recognizing that nothing underlies or overlays it. The Master can travel on two paths at once, like a photon, because his mind is free. He’s subatomic and supererogatory. He knows that all ways are the Way and that ultimately he is neither coming nor going.



Nothing in the world is bigger
than the tip of an autumn hair,
and Mount Everest is tiny.
No one in the world has lived longer
than a stillborn child,
and Methuselah died young.
The universe came into being
the moment that I was born,
and all things are one with me.

Since all things are one,
how can I put that into words?
But since I just said they are one,
how can my words mean nothing?
The one plus my words make two,
and the two plus the one make three.
If we continue in this way,
even the greatest mathematician
couldn’t calculate where it will end.
If by moving from non-being to being
we get to three, what happens
when we move from being to being?

It’s better just to leave things alone.


There are paradoxes born of wit and paradoxes born of insight. No thought is true, but some thoughts are so much truer than the ones we’re used to that they seem absurd at first glance. It’s all a question of perspective.

Down at the level of the micro, there is no macro. If you get small enough, you see that the world isn’t solid and that uncertainty is the only thing that’s certain, perhaps. Thus, everything the electron meets is electronal. Ditto a galaxy: its consciousness, if it has one, is as little aware of a planet as you are of a corpuscle. We can’t stand outside the system and point to what’s real, because what’s real is defined by the system. This is relativity writ large. The fastest thing in the universe isn’t light: it’s mind.

All things may be one with me, but am I one with them? That’s the issue. And once I am one, what then? Even the one is excessive for anyone who wants to be meticulous. Look where it leads, after all—to two, to three, to infinity, to an infinity of infinities and beyond: always the unattainable, unassuageable beyond.

Of course, the nothing is out of the question as well, since there’s already a word for it. Not one? Not nothing? This leaves you in an ideal position: speechless, delighted, and ready to say the most nonsensical things, if only they make sense.



How do I know that loving life
isn’t simply a delusion?
How do I know
that when we’re afraid of death
we aren’t like someone
who left home as a young child
and has forgotten the way back?
How do I know that the dead
aren’t so happy that they wonder
why they once clung to life?

You may dream that you’re at a banquet
and wake up to find yourself miserable.
You may dream that you’re sobbing your heart out
and wake up to find yourself at ease.
How, in the middle of a dream,
can you know that you’re actually dreaming?
In the middle of a dream, you may even
try to interpret the dream;
only after you wake up
do you realize that you were dreaming.

Someday there will be
a great awakening, when we know
that all this was one big dream.
And when I say that we’re dreaming,
of course I am dreaming too.


How do I know? Well, I don’t. So that settles that.

But loving life isn’t a problem. Preferring life to death: that’s what causes the confusion.

It could be (if there were such a thing as departing) that death is the return to a presence the wandering mind has long forgotten. It could be (if there were such a thing as separate beings) that the dead look upon our attachment to life like fond grandparents watching a teenager’s first tumultuous love affair. It could be, in fact, that the dead are nothing but their own delight, there (if there were such a thing as space) where they know even as they are known.

We are close to waking up when we dream that we are dreaming. All the imagined ups and downs, the hubbub and reversals of fortune, are what most people call life. But before and after, at the point where the end meets its beginning, there is only what has woken up from the cycle of waking, dreaming, and dreamless sleep.

As for a “great awakening”: dream on. When do you think that that someday will come, after all? Isn’t it enough just to open your eyes, feel the pillow beneath your head, and see the hands of the alarm clock pointing to this very moment (as if there were such a thing as time)?



Chuang-tzu dreamt that he was a butterfly, fluttering here and there, carefree, unaware of a Chuang-tzu. Then he woke up, and there he was: Chuang-tzu, beyond a doubt. But was he Chuang-tzu who had dreamt that he was a butterfly, or a butterfly now dreaming that he was Chuang-tzu? There must be some difference between Chuang-tzu and a butterfly! This is called “the transformation of things.”


The most famous dream in human history. You may feel that, as with Zeno’s paradoxes, there is something specious going on here, if only you could put your finger on it. But the more closely you examine the story, the more penetrating Chuang-tzu’s question becomes. He’s the anti-serpent in the garden, tempting you to take one little bite from the Tree of Life. He’s Alice’s Caterpillar, puffing on his hookah and asking, “Who are you?” In fact, with time running backward as in a Feynman diagram, Alice’s Caterpillar could well have metamorphosed into Chuang-tzu’s butterfly, just to prove a point.

You may be recalling that psychē, the Greek word for “soul,” can also mean “butterfly.” But let’s leave the Greeks out of this. Chuang-tzu is definitely Chinese, he thinks. His butterfly is not a metamorphosis, not a metaphor; it’s just a butterfly. Just? How can we know what depths of joy lie hidden within that pinpoint of a brain? The whole world contained in a garden, in a single flower! All time contained in a summer’s day, and life one all-embracing multiorgasmic fragrance!

And who knows what a butterfly might dream of? Of an ancient Chinese philosopher, perhaps, or of a nineteenth-century Oxford don who was enchanted by little girls. This particular butterfly woke up as Chuang-tzu—or was it Chuang-tzu who woke up as himself? “There he was again, beyond a doubt.” Beyond a doubt? Ha!

Things change before our very eyes, whether our eyes are open or shut. A butterfly becomes a man, a man becomes a question mark, a question mark becomes a winged creature, carefree, doing whatever it likes. Thus identity melts away, and we are left with something more valuable: a self—a non-self—that includes it all.



Prince Wen-hui’s cook, Ting, was cutting up an ox. Every touch of his hand, every ripple of his shoulders, every step of his feet, every thrust of his knees, every cut of his knife, was in perfect harmony, like the dance of the Mulberry Grove, like the chords of the Lynx Head music.

“Well done!” said the prince. “How did you gain such skill?”

Putting down his knife, Ting said, “I follow the Tao, Your Highness, which goes beyond all skills. When I first began cutting up oxen, all I could see was the ox. After three years, I had learned to look beyond the ox. Nowadays I see with my whole being, not with my eyes. I sense the natural lines, and my knife slides through by itself, never touching a joint, much less a bone.
“A good cook changes knives once a year: he cuts. An ordinary cook changes knives once a month: he hacks. This knife of mine has lasted for nineteen years; it has cut up thousands of oxen, but its blade is as sharp as if it were new. Between the joints there are spaces, and the blade has no thickness. Having no thickness, it slips right through; there’s more than enough room for it. And when I come to a difficult part, I slow down, I focus my attention, I barely move, the knife finds its way, until suddenly the flesh falls apart on its own. I stand there and let the joy of the work fill me. Then I wipe the blade clean and put it away.”

“Bravo!” cried the prince. “From the words of this cook, I have learned how to live my life.”


In his rules for right livelihood, the Buddha proscribed trafficking in meat (and in weapons, slaves, intoxicants, and poison). Clearly, he never imagined someone like Prince Wen-hui’s cook: an artist of ox flesh, a saint of the bloody carcass. So much for rules. This just shows that nothing in life can be categorized or excluded. The whole world is our palette.

Ting, it must be said, was a man of supreme integrity, who trusted what is and needed no one’s appreciation. For decades he had been putting on his one-man show for an audience of zero: no one was watching—not even he. The glorious harmony of motion and intention simply happened without him. How can we know the dancer from the dance?

In the practice of butchery, he had learned how to step aside and let his body do the thinking. He followed the Tao into a world of unadulterated sensation, an Eden of the don’t-know mind. The vast universe, with its myriad chiliocosms within chiliocosms, became a single knife-blade gliding through empty space. What did it matter that his material was slaughtered oxen rather than sounds or colors or words? Nothing remained but the pure joy of the work.
And let’s not forget the admirable Wen-hui. Instead of being caught up in princely pursuits like governing, hunting, or dallying with his concubines, there he was in the kitchen, taking exquisite notice of the lowly, which turned out to contain the supreme. When the student is ready, the teacher appears.



The ancient Masters
slept without dreaming
and woke up without concerns.
Their food was spare and simple.
Their breath went deep.
They didn’t hold on to life,
and they faced death free of concepts,
emerging without desire,
going back without resistance.
They never forgot their beginning;
they didn’t trouble their minds
searching for what their end was.
They received life as a gift
and handed it back gratefully.
Minds supple, faces serene,
in a crisis cool as autumn,
in relationships warm as spring,
they were balanced, throughout the four seasons,
and in harmony with the Tao.
There was no limit to their freedom.


The ancient Masters had pared themselves down to the essential. They woke up, they ate, they worked, they made love, they raised their families, all the while unseduced by any thoughts that arose. This gave their lives a sense of spaciousness. They always had enough time to do what wanted to be done. They moved through each day as alert and unhurried as animals in the wild.

How could they forget their beginning? That’s where they were constantly centered, in the moment before a thought. They had returned to the primordial: mind hovering over its own abyss, objectless, serene. No wonder their nights were dreamless and their skies full of stars. Gratitude makes no distinctions. It precedes its occasion. It is the magic well that never runs dry, the still waters where you kneel and see your own face, more beautiful than you could have imagined.


This book is a 21st-century form of ancient wisdom. It brings a new, home-made sequel to the Tao Te Ching into the modern world. By mixing together the words of two wise men (or more), Stephen Mitchell offers a path into reality that has nothing to do with Taoism or Buddhism or old or new alone, but everything to do with truth. As in all his works—but maybe more so in this book, with its concentration and intensity—he is able to remind us of what is real and to suggest how we get there. His renditions are radiantly lucid; they dig out the vision that’s hiding beneath the words; they grab the text by the scruff of the neck—by its heart, really—and let its essential meanings fall out.

Both verse and prose are polished to transparency. Each sentence, on either side of the page, is something one can live with for a near-eternity. Mitchell’s flights, his paradoxes, his wonderful riffs are brilliant and liberating, not least because they keep catching us off-guard, opening up the heavens where before we saw a roof. He finds such dazzling ways to approach the central truth from a fresh angle each time. What a joy, and what a gift!
— Pico Iyer

The translations and Mitchell’s commentaries are poetic, mystical, imaginative, and deeply spiritual.
— Spirituality and Practice

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