An English instructor at the University of Central Arkansas observed three problems students encounter with the often formidable writings of John Milton and developed strategies for alleviating those problems. The first problem was the difficulty posed by the vocabulary and syntax of "Paradise Lost." The instructor discussed with the class syntactic clues that would allow them to manipulate Milton's poetry into a more conventional syntactic order. They also discussed roots, prefixes, and suffixes to give the class a better understanding of Milton's unfamiliar Latinate vocabulary. The second major problem stemmed from the fact that the students lacked the background needed to give the work a meaningful context. The instructor gave the students a focus they could deal with--the question of who in fact was the hero of "Paradise Lost"--and then supplied the historical background as needed. The third and most difficult problem had to do with aesthetics--what makes Milton worth reading. By having students bring their own values and preconceptions to the hero question, the instructor hoped they would see how a great work makes a coherent statement of depth and complexity, and how Milton's choices in diction and style influenced their expectations and responses. At the end of the semester, the students admitted that it had been difficult, but that they had come a long way in developing a sense of what makes a great work great. (HTH)