Besides the renowned Self-portrait , little comprehensive analysis has been done in Korea of other paintings by Ren Xiong (1823-1857), although the artist of the late Qing period played a pivotal role in the formation of the Shanghai School and left a significant legacy in the history not only of painting but also of wood-block print. Among the understudied works stands The Album after Poems by Yao Xie , the historical significance of which lies in the fact that the painting album contains a number of leaves displaying transitional traits of the mid- nineteenth century when paintings went through transformation from the traditional to the modern. Bearing these issues in mind, this essay explores the album that Ren produced drawing upon Fu zhuang shi wen (The Poetry of Fuzhuang) by the major patron Yao Xie (1805- 1864), aiming to illuminate the artist-patron relationship out of which the painting album after poems grew. The 120-leaf The Album after Poems by Yao Xie stands out for the unprecedented scale- consisting of ten volumes of twelve leaves each-and for the fact that Ren Xiong made his own selection from many poems by the patron for illustration. Moreover, rather than being consistent on a single subject, the album shows Ren’s broad range of thematic and stylistic interests as it includes paintings of f lowers and birds, beautiful ladies, landscape, figures, still life, and even works inf luenced by Western paintings. This essay focuses on the leaves where ✽ Hongik University Yao’s involvement remains strong and categorizes them thematically into three groups: of social criticisms, literary themes, and Daoist folktales. A convincing analysis of the first group that presents social commentary needs a contextual understanding of Yao Xie’s personal and public life, the corrupt Qing regime, and the social distress that was further raked by the First Opium War (1840-1842). Having gained no opportunity to serve the government owing to the corrupt civil service examination, Yao expresses his criticism on the examination system and resentment against the Qing court in Fu zhuang shi wen . The second group of literary themes ranges from classical ones, “The Nine Songs” composed by Qu Yuan (ca. 340-278 BCE) with whom Yao aligned himself or “Song of the Round Fan” that revived its popularity in Yao’s time, to the popular novels of the Ming and Qing periods, especially works that assign a mythological goddess Nüwa a different narrative role. The last category, paintings of folktale and Daoism, should be analyzed within the context that the political turmoil of the time contributed to the increasing popularity of Daoist and Buddhist figure painting as a means to find religious solace in. Of particular interest are illustrations of passages from the Classic of Mountains and Seas (or Shanhai jing ), an ancient book of mythic geographies, and the portrayal of Lord of Tree, one of the gods in mythic folktales that later entered the Daoist pantheon. It is also notable that Ren’s wide use of bright and splendid colors and partial adoption of Western painting techniques in this album demonstrate his pictorial efforts to embody the aesthetic values of the new era. Ren Xiong creates a new composition for this album while referring to various woodblock painting manuals widely circulated in the Ming and Qing periods, which suggests that the line between painting and print has already been blurred in the middle of the nineteenth century. In addition, the album can be considered an important historical source of the dynamic transition toward a new, modern, art in China over the course of the nineteenth century as the new color scheme and foreign techniques anticipate subsequent painting trends. This album is one of the key examples that bridge the great heritage of Chinese painting with its modern era, thereby paving the foundation for the Shanghai School.