At his death, Milton Babbitt’s library contained nearly two thousand books, covering a huge array of disciplines and subjects. This literature offers intriguing new contexts for understanding Babbitt’s aesthetics and compositional practice. While scholars have pointed to the influence on his music of analytic philosophy, logic, information theory, and mathematics, I direct attention to the literary, poetic, and linguistic texts and theory that he read. I first outline the ways in which Babbitt’s choices and settings of poetry paralleled trends in postwar US literature departments. Then, drawing from the sources in his library, I describe the roles that ambiguity, cross-reference, allusion, and intertextuality play in three of his songs: The Virginal Book (1988), Quatrains (1993), and Pantun (2000). As I demonstrate, the structuralist poetics of Babbitt’s music results from his creative “misreadings” of Schenkerian analysis, generative-transformational linguistics, and mid-century literary theory on phonology, ambiguity, and intertextuality. Moreover, I argue that Babbitt’s allusive aesthetic should be understood in relation to the rich Jewish exegetical traditions that inspired mid-century theories of literary influence and “echo” (such as those proposed by Harold Bloom and John Hollander). Indeed, reading from Babbitt’s library suggests that for those within his milieu, a composerly imagination that relished and celebrated the proliferative interpretative possibilities of formal structural correspondence reflected a uniquely Jewish artistic and creative sensibility. Listening for these intertexts not only highlights the poetic tensions and allusive ambiguities in Babbitt’s musical structures and punning titles, but also nuances our understandings of postwar US serial aesthetics and ideology.