Described by modern critics as a ‘mangled hodgepodge’, John Benson’s much edited and rearranged text of Shakespeare’s Poems was considerably successful throughout the seventeenth century. While Benson’s choices could be considered as attempts to cater for and partly shape the tastes of a new generation of readers, its form also incited a number of them to alter the printed work. The article focuses on the annotations of two seventeenth-century readers of the edition, the main hand in Folger STC 22344 copy 2 and that of the little-known Meisei University MR 1447 – two copies in which readers’ reactions to and appropriation of Benson’s edition are particularly visible. A final section is also devoted to Folger MS. V.a.148, a miscellany in which some of Benson’s Poems are recontextualised. In a culture where, as Joad Raymond has observed, ‘any reader was potentially also a writer, or at least a reviser or commentator’, the early appropriation and transformation of Shakespeare’s text played a central part in its transmission. The practices and examples examined here were part and parcel of these processes.