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An examination of the stanzas of The Faerie Queene reveals a structural complexity that prosodists have not previously discovered. In the prosody of Spenser's epic, two formal prosodic orders function simultaneously. One is the visible structure that has long been acknowledged and studied, eight decasyllabic lines and an alexandrine bound into a coherent entity by a set meter and rhyme scheme. The second is an order made apparent by an oral reading and which involves speech stresses, syntactical groupings, caesura placements, and enjambments. In an audible reading, elements are revealed that oppose the structural integrity of the visible form. The lines cease to be iambic, because most lines contain some irregularities that are incongruent with the meter. The visible structure is further counterpointed by Spenser's free use of caesura and frequent employment of enjambment to create a constantly varying structure of different line lengths in the audible form. This study also examines precedents that Spenser could have known for the union of music and poetry. English lyric poetry written for existing melodies is analyzedand the French experiments with quantitative verse supported with musical settings are discussed. Special emphasis is given to the musical associations of the Orlando furioso, particularly its relation to the tradition of singing narrative poetry to folk melodies. Internal support for the thesis that Spenser deliberately employed musical techniques in his prosody comes from his use of the Tudor masque in the structure of the epic. Evidence is offered to show that the processional masque is the unifying foundation for the whole of The Faerie Queene, A characteristic of the sixteenth-century masque was its combination of art forms, and Spenser found a method for integrating the arts of music and literature. Spenser uses musical techniques in the prosody that he could have expected would echo musical experiences of his reader, thereby creating the accompanying music. The musical techniques not only unify the individual stanzas; they also integrate the prosody with the larger organizing plan of the epic,