Daodejing Chapter 61 breakdown: the female of all-under-heaven

Richard Brown
3 min readSep 13, 2023

When the Daodejing was written during the Spring and Autumn period, the Zhou empire comprised a patchwork quilt of feudal states of all shapes and sizes. The larger states like Qi, Jin, and Chu were constantly looking to expand their territories to boost their wealth and military might, while the smaller ones such as Cai, Chen, and Song were engaged in a continuous struggle to stop themselves from being swallowed up by their stronger and more powerful neighbours.

In such a complex environment, simply invading a smaller state was not always the best option for a larger one because it risked consuming valuable resources and arousing the wrath of other nearby states concerned about it gaining too much land and power. As a result, alliances between states in which the larger one promised the smaller one protection in return for greater influence were common.

Chapter 61 of the Daodejing examines the relationship dynamics between large and small states, and more broadly, two unequal parties. It discusses how a win-win situation for both sides is possible as long as they are willing to adopt a humble and cooperative attitude towards each other.

Section 1
A large state lies downstream.
It is where everything converges.

No matter whether it is a state, a company, or even a person, a large and powerful entity has an inherent gravitational pull that attracts others towards it in much the same way that water flows downstream and collects at the lowest point.

Section 2
It is the female of all-under-heaven.
The female invariably prevails
Over the male through stillness.
In her stillness, she lies beneath.


The spot where all the rivers and streams converge is a rich and fertile plain that provides a large state with the resources it needs to sustain itself and grow. In the same way, the female “prevails” by “lying beneath” the male during their union, because she is in the best position to absorb his essence and conceive a child.

Section 3
By lying beneath a small state,
A large state wins over the small state.
By lying beneath a large state,
A small state wins over the large state.

In many cases, winning the trust and allegiance of a smaller neighbouring state by lying beneath it may very well make a lot more sense for a larger state than expending precious military and economic resources to conquer and govern it. For a small state, securing protection from its larger and more powerful neighbour is a lot more attractive than being invaded by it or indeed another nearby nation that is planning to attack it.

Section 4
Whether it lies beneath to win,
Or it lies beneath and wins,
A large state wants to bring
A small state into its orbit,
A small state wants to enjoy
The embrace of a large state.

Understanding the desires and needs of both parties is critical for successfully implementing a strategy of “lying beneath.” When a large state is seeking to expand its reach and influence and a smaller state is looking for protection and stability, a win-win partnership can be achieved.

Section 5
Since both sides get what they want,
The large state should lie beneath.

Maintaining a humble attitude is particularly important for the large state if it is to nurture the new relationship. Arrogance and high-handedness could all too easily destroy the progress made in aligning the interests of both parties.

The principle of lying beneath extends beyond geopolitics. It can also be applied to interpersonal relationships, business negotiations, and other areas where power dynamics come into play. The central message of this chapter is about the paradoxical power of humility, stillness, and passivity, and how these qualities can lead to greater influence and harmony even if on the surface, at least, you are the weaker party.

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Daodejing Chapter 61: lying beneath

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Richard Brown

I live in Taiwan and am interested in exploring what ancient Chinese philosophy can tell us about technology and the rise of modern China.