Discourse analysis of Book 3 of Apuleius's Golden Ass reveals that multivalent vocabulary in both the narration and dialogue alerts readers to plot themes and events before they are explicitly addressed, and that Apuleius writes on multiple levels which may be detected by different readers.I begin with a summary of scholarship on Apuleius's Golden Ass and the methodology of discourse analysis, and I divide my analysis of Book 3 into two chapters. In the first, I analyze the Risus Festival sequence (3.1-11), arguing that Roman readers could realize the punchline of the event before the protagonist does. Dialogue prior to the scene prepares the reader to detect numerous double meanings throughout the ensuing sections. A close linguistic analysis reveals that both the dialogue and narration of the scene are rife with references to the religious nature of the proceedings. I conclude that the first reader would be able to notice the same flags as the Hypatans and understand the humor of the scene before Lucius does. In the second chapter, I analyze the subsequent dialogue between Lucius and Photis, which is rife with legal and commercial vocabulary. Lucius linguistically rejects his status as a Roman citizen prior to his transformation, which completely strips him of these rights, while Photis uses the language of public religion to describe magic, demonstrating her ignorance of the dangers of magic and her magical error which precipitates Lucius's titular metamorphosis. The reader is alerted to the danger Lucius's curiosity presents for his person and Photis's magical inability linguistically before the events themselves.I conclude that discourse analysis of an extended section of prose reveals details present in Apuleius's writing which are difficult to detect without very close reading. This analysis argues that Apuleius's twists are not universally unpredictable for a Roman first reader, for whom a single word or group of words can conjure up associated concepts and actions Searching for the presence of similar groups of polysemous words in the novel may reveal other instances of hints for the first reader.