This mutable poem explores a simple concept, word substitution, using sophisticated tools. The data set is WordNet, which clusters words conceptually so substitutions are governed by synonymy, metonymy, and semantics which should allow the prose poem to retain some coherence. But does it? Here’s the poem after running for minute or so: The text is clearly different, but its basic ideas are recognizable. Allowed to run for over 10 minutes leads it to drift further from its starting point. Like a cloud, this has mutated almost beyond recognition, though it retains its sentence structure and pronouns. Also our memory of its earlier expression helps to shape our reading of it, so our original conceptualization guides its future iterations. This work seems to be a mutated version of the OULIPO N+7 formula, and has also been explored in digital media by Daniel Howe, Serge Bouchardon, and Eugenio Tisselli.