This article deals with two fourteenth-century rhymed alliterative poems, Pater Noster and Three Dead Kings, extant in a manuscript containing a collection of poems by John Audelay. The two poems are sometimes ascribed to Audelay, but a detailed study of the language shows that they are more northerly, and perhaps earlier, than Audelay's poems. The linguistic analysis is followed by an analysis of the metrical complexities attempted by the poet of Pater Noster and Three Dead Kings. Various corrections to the text of these two poems (and Audelay's) are suggested in the course of the linguistic and metrical analyses. Finally, some further emendations are proposed in a number of textual notes. © 2004 Oxford University Press.