Although she published her paper ‘Womanliness as a masquerade’ in 1929, Joan Riviere wrote it in 1928, the year that women in England got the vote. I want to consider the paper, her first original contribution to psychoanalytic thought, in the social and cultural context of the time, and then I shall focus on elements in it that relate to Joan Riviere's personal experiences and family influences that shaped her understanding of women and their sexuality. As well, I shall look at her views in relation to those of Freud, Klein and Jones. There is evidence that Riviere was speaking of herself in her descriptions of the ‘patient’ in her paper, evidence that can be found in her diary and in the diary of her mother; as well as from the interviews that I had with her daughter Diana. In addition there is a letter from Freud to Riviere that gives further evidence that she is writing about herself in this paper. The correspondence between Freud and Jones concerning Riviere and her analysis with Freud in 1922 also throws light on her experiences and on her personality that are similar to those of the ‘patient’ she describes in ‘Womanliness as a masquerade’.