Books Eleven and Twelve of Paradise Lost and their radical departure from the poem's previous style are discussed. The transformation of Milton's famously sonorous verse into a more didactic mode is closely documented, and the poem's increasing emphasis on visual instruction is underscored in a study of the Archangel Michael's lesson on the history of the post-fallen world. Considerable time is devoted to both a consideration of Milton's late politics and Book Eleven's depiction of the destruction of paradise.