Rosemond Tuve has written that the pleasures enumerated in L'Allegro all have "the flat absence of any relationship to responsibility which we sometimes call innocence." This paper argues that the experience of reading the poem is itself such a pleasure, involving just that absence. L'Allegro is so structured that at no point is the reader held responsible for an action or an image or a unit of thought beyond the moment of its fleeting appearance in a line or couplet. Rather than compelling attention, the verse operates to diffuse attention, and, as a result, we move from linguistic event to linguistic event with almost no hostages from our previous experiences and therefore with no obligation to relate what we are reading to what we have read. In the act of reading the poem, we experience as a gift (from Milton) the care-less freedom which is its subject. In contrast, the activities required of us in the act of reading Il Penseroso are consistently and self-consciously strenuous. Rather than permitting us to move from one discrete unit to another, the verse of the second poem binds us to the cares of consecutive thought—the care of attending to implications, the care of carrying into one line or couplet the syntax or sense of previous lines and couplets, the care of rendering judgments and drawing conclusions. Here, then, is a new answer to an old question: who or what are L'Allegro and Il Penseroso? L'Allegro and Il Penseroso are the reader: that is, they stand for modes of being which the reader realizes in his response to the poems bearing their names. This analysis can be supported by the previous criticism if it is regarded as a disguised report of what readers have all the while been doing as they negotiate these poems.