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In this article I focus on a handful of late poems from William Carlos Williams’s 1962 collection Pictures from Brueghel, to demonstrate how Williams’s attention to new beginnings may ignore his debt to what W. H. Auden in the “Musee des Beaux Arts” called the “old masters” such as Pieter Brueghel. I offer close reading techniques to draw interarts comparisons and address the meaning of grammatical elements in “Landscape with the Fall of Icarus,” such as Williams’s use of syntax to “minimize Icarus.” My close reading of grammatical and syntactic features functions not so much to celebrate form for its own sake, but rather as a technical means to locate how Williams repositions Brueghel’s painting through grammatical equivalencies. I emphasize that Williams was a creative reader of Brueghel, with his imaginative renderings of the Flemish master’s paintings unconstrained by documenting the marks on a Brueghel canvas with uninflected veracity. This is true to the point that Williams takes great liberties with his literary impressions of Brueghel. Williams’s creative readings and revisionary writings of Brueghel are thus as much examples of him looking outward as part of an inner dialogue.