Alec and Nick take a step back from their recent concentration on digital media technologies to stage a literary review of "the audience" as an evolving element in the material, cultural and epistemological formations of music. The episode tracks a historical arc of pre-modern power dynamics, industrial modernity and popular music, Fluxus' reframing of the co-consitutive role of audiences and a return to questions about the algorithmic base of digitally mediated, contemporary audiences.  Topics include, Handel's Messiah, Jazz music, early commercial music's racialized categories, critical histories of power and participation, questions of counter-culture and authenticity in the audience, global music circulation as a reflection of geopolitics, the demands on and discomforts of the audience, the rituals, presence and temporalities of attendance, theoretical treatment of the audience as material, audiences during the holiday season and the re-problematization of music that is demanded of audiences in the TikTok ecology, in order to resist the stripping of music's depth and texture.