The discussion that follows will take a listener-oriented, not a composer-oriented approach, and will concentrate on how a single passage of Babbitt's music, the first eighteen measures of the String Quartet No. 2, might be taken in, not on how it might have been made. Instead of beginning with precompositional materials (sets and arrays) and showing how they are musically concretized, we will begin with certain striking attractions of the musical surface. Furthermore, our efforts won't be directed toward deducing the underlying sets and arrays, a goal Babbitt himself derides as a sterile form of musical cryptanalysis. Instead, we will indulge ourselves in the abundant pleasures of the surface. Like any guided tour, this "Listener's Guide" will trace only one of many possible paths through a rich edifice. We will concentrate on what lies directly along our path. At the same time, we will happily point out attractions in other, more distant parts of the edifice both for their intrinsic beauty and for their suggestion of paths we might have taken and might take on some subsequent visit.