Lawrence announced to Garnett on 4 August that he would ‘write Paul Morel over again’, a task that he estimated would take three months (L1 431). In fact, by then he had probably already written the first seventy-six pages of the final draft. The following day he and Frieda set off on their transalpine journey, and it wasn't till a month later, by Lake Garda, that he returned to the task.

Two new and very different influences came into play in the final rewriting: Garnett himself and Frieda. Garnett's notes on ‘Paul Morel III’ haven't survived, but there is a list of what the editors call ‘preparatory jottings’, reproduced in the Cambridge edition (pp. xl–xli). These relate to the ‘Test on Miriam’ and ‘Passion’ chapters, and there are two main themes. One is a criticism of dialogue as ‘cheap’, ‘affected’ and not ringing true. This probably relates mainly to the scenes in which Paul is showing off to Clara before their relationship becomes intimate. A more significant theme is registered in the comments, ‘you are insensibly making Paul too much of a hero’ and ‘you identify your sympathies too much with Paul's wrath’. The degree of identification between narrator and central character is one of the major critical problems in this novel, and will be one of the themes of this chapter. It was probably in response to comments such as this that Lawrence wrote to Garnett on 22 July, ‘I loathe Paul Morel (L1, 427).

Exactly what Lawrence meant by this outburst is unclear. Was he protesting that he had always disliked the character, and Garnett had failed to see this, or that since writing the third version (and implicitly as a result of his experience with Frieda) he had changed his opinion? And what was it about Paul that he loathed? Since he reiterated during the writing of the final draft that he was improving the book immensely, and since the character of Paul is emphatically based on himself before he met Frieda, it is likely that his loathing was a new impulse and a significant factor in the direction of the rewriting.