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The rearrangement of verses, where the words remain the same but the word-order is different, goes back to Simonides’ time, and was enjoyed by Sotades and other Hellenistic poets. Aristotle seems to have been the first, in his Poetics, actually to rewrite verses, substituting words from a lower register in order to show how word-choice alters them. We next encounter this pursuit in Demetrius’ On Style and Dionysius of Halicarnassus’ On Composition, where these critics apply rearrangement to artistic prose. However, the Herculaneum papyri of the opening books of Philodemus’ On Poems, which have recently been published, reveal a thriving culture of Hellenistic criticism in which both literary and musical critics employ rearrangement and rewriting to argue for the merits of canonical poets. Philodemus derides this as a game, and it can be shown to have its roots in symposiastic play going as far back as the joke-pattern seen in the ‘cup of Nestor’ and several other early inscriptions. However, his two main opponents in these books of the On Poems use either or both procedures for serious purposes. The earlier, Heracleodorus, uses rearrangement to prove that word-order is the essence of excellence in poetry, by rearranging the words in good verses so that they become bad. The later one, Pausimachus, uses both methods, but particularly rewriting, to argue that poets like Homer choose the finest sounds in their poetry, and would have been worse poets had they used different but metrically equivalent words. Numerous entertaining examples will be discussed, especially from Pausimachus.