Elye Levita spent ten years living in the palace of Cardinal Egidio da Viterbo. In that time, he taught the Cardinal Hebrew and Aramaic, while the Cardinal taught him Latin and Greek. This paper looks at this unorthodox arrangement and the unorthodox nature of the book it produced, Masoret-Ha-Masoret. Masoret Ha-Masoret opens with a rhymed poem that is Levita's self-justification for his behavior. We examine this poem carefully to better understand Levita and his historical setting. We then explain why Masoret ha-Masoret caused such a furor in its day. We find in it some of the ingredients essential for the coming scientific revolution in Jewish studies.