This study, exploring the nature of American advertising discourse, is guided by two overriding questions. First, "What is the nature of rhetoric in American advertising discourse?" and "How is the rhetoric of American advertising different from literature?" To answer these questions, the study examines the extended post-modern meaning of discourse and advertising, exploring both terms from the perspectives of humanists, sociologists, advertisers and communication experts. The study further discusses the nature of popular culture, of which advertising is a subgroup, and then explores the view of its critics who see it as dystopiccreating the opposite of a Utopia. These critics primarily fall into three camps: those who stridently denounce it without applying any sort of analysis or explanation of why it is bad, the best example being Hilton Kramer. Another in this camp, Dwight McDonald, tries to analyze popular culture albeit from a biased perspective, as his terminology and language quickly demonstrate. Others who more successfully explore the negative aspects of popular culture are the famous culture 1 critics, Allan Bloom and Christopher Lasch, who advocate keeping popular literature out of the classroom because it takes away precious time from the classics. Proponents of popular culture are less concerned, however, with whether or not the items being studied are "good" or bad" but rather whether or not they are worth being studied. They give an overwhelming answer, "Yes, they should be." These scholars, often politically motivated, use the theory of cultural materialism through which to examine cultural artifacts. Moreover, the study examines rhetorical devices of advertising discourse. Using glossy magazine advertisements, four tropes that are frequently used in advertisements are exploredimagery, rhythm, symbolism, and hyperbole, demonstrating how the visual images of women, as well as images that project power and wealth, are utilized in the discourse of American advertising, both positively and negatively. Finally, the study brings poetry and advertising together for comparative purposes by examining elements of syntax and graphics, and the ideology of love as seen in the two. The overall significance of this study is that it sheds light on the relationship between the discourses of two genres of cultural production that many people frequently assume not to be related.