In framing itself as a portrait designed to praise, The Faerie Queene operates in both a rhetorical and a pictorial mode. Many have observed, however, that these two modes do not obviously cooperate and that the poem's images do not square with its grand epideictic intentions. This essay argues that the efficacy of Spenser's literary pictorialism lies not in the reconciliation of these two modes but in the competition between them. The rhetorical and the visual, the persuasive goals of the poem and the pictures it spawns in the mind's eye, cooperate not by agreeing with each other but by complicating and destabilizing each other, forcing a confusion of meaning and sensation designed to create knowledge that uplifts the mind at the same time it ravishes the heart. The essay focuses on Britomart, who, more than any other character in the poem, must negotiate artworks that seem specifically to challenge the rhetorical value she is supposed to possess.