The underlying premise of this line-by-line commentary is the recognition of Marvell’s great poem as deserving a particularly prominent place in the Renaissance literary canon. As I suggest in the introduction, “Upon Appleton House” is the most aesthetically complex long poem of the seventeenth century, and, line-for-line, quite possibly, the most sustained, most spectacular, yet undemanding, production of wit in English. Other than providing exhaustive glosses, evaluating textual variants and the like, the objective of my work is to provide Marvell’s readers with the kind of strenuous, supportive commentary that will help them fully apprehend the identity of Marvell’s poem as a work of art— something that, I submit, previous argumentative methods of criticism have largely failed to do. In doing so, the commentary particularly highlight and celebrate the heretofore largely ignored, misunderstood, or underappreciated workings of Marvellian wit. The commentary’s concern is in large part with literary effects traditionally ignored by commentators. Thus, the commentary focuses closely not only on obvious motifs and systems or organization within the poem, but also on unostentatious, but undeniable, associative interactions of words and ideas from line to line and stanza to stanza, many of which are largely or even entirely peripheral and incidental to the paraphraseable substance of the poem. The commentary talks not only about puns that are fully articulated, and therefore readily amenable to traditional annotation, but also about subtle wordplay, wordplay merely hinted at. It deals not only with syntactical convolutions that embody obvious paradoxes, but also with those whose logical cross-purposes are so subdued that they go unnoticed by casual and professional readers alike. The line-by-line annotative method I employ seems to me the best way to both make Marvell’s scholars aware of the inner mechanics of “Upon Appleton House” and of the way the poem occurs moment-to-moment in their minds as they move through it. The object of my annotation is therefore two-fold: the poem as a literary artifact and the poem as an experience—both as a probable experience for the first readers of “Upon Appleton House” and for us today.