What You Will is a play whose reputation is so damaged by its link with the War of the Theatres that it has been almost completely bypassed by Marston criticism. The critics who do venture into this Jonson-irradiated dead zone of the Marston canon tend to divide into two types: those who seek to read What You Will purely for its alleged portrait of Jonson, and those who read it largely in order to show that it contains no such picture and that it conforms completely to the rest of Marston's comedies. This is a shame, as neither of these approaches reveals the best of What You Will, a lively, funny, and intellectually experimental play. In this essay I seek to avoid the debate about personation in What You Will and instead consider the play's treatment of music and of ‘fantasy’, in various senses. These two themes, already the subject of critical attention elsewhere in Marston's work, prove in this play to combine in an unexpected and powerful way, that can provide insights into the play's ideas, its contemporary context, and even into its structure and poetics.