This article offers a reading of the famously problematic scene 5.2 of Antony and Cleopatra, in which Cleopatra prepares to meet her death by the bite of the ‘worm’ (5.2.233–290). In this scene, and this scene alone, the Egyptian asp is called by the Anglo-Saxon term ‘worm’ nine times. Repetition, suggests Frankie Rubinstein, may in Shakespeare be a sign of a pun. Samuel Johnson characterised the homophonic resonance of punning as ‘Shakespeare’s Fatal Cleopatra’, but Rubinstein insists that for Shakespeare ‘“reason, propriety, and truth” were not sacrificed by the Shakespearean “quibble” but emerge from it’. In Antony and Cleopatra, punning is one key linguistic expression of the play’s entwinement with the principles of alchemical transmutation and preference for ‘becoming’ in the ancient dichotomy between being and becoming. As Richard Whalen first proposed in 1991, the ninefold iteration of ‘worm’ in the scene may be a pun on an Aristocratic French name, since the word ‘worm’ in French is Ver.