The preface to an early-tenth-century Japanese poetry anthology makes extraordinary claims for the power of words: they can move heaven and earth, make the gods feel pity, smooth the relations between men and women, and console the hearts of warriors. To this we might add that words could also express political or religious dissent, the sorrow of exile, and the pain of a broken heart. In surveying the entire sweep of the literature written in classical Japanese, beginning with the oldest extant book in Japan, dating to the early eighth century, we will explore the many and varied uses of words. We will examine the love poetry of the court, war tales touched by many hands, Chinese verse composed by Japanese monks, theatrical forms for audiences large and small, and travel journals that overlay a literary topography on the physical landscape, among others. A postscript to the course will take us to the end of classical Japanese as the language of literature around 1900. No previous knowledge of Japan is required, and all texts are taught in English translation.