How will we read digital library materials? This paper describes the reading practices of an on-going reading group, and how these practices changed when we introduced XLibris, a digital library reading appliance that uses a pen tablet computer to provide a paper-like interface. We interviewed group members about their reading practices, observed their meetings, and analyzed their annotations, both when they read a paper document and when they read using XLibris. We use these data to characterize their analytic reading, reference use, and annotation practices. We also describe the use of the Reader’s Notebook, a list of clippings that XLibris computes from a reader’s annotations. Implications for digital libraries stem from our findings on reading and mobility, the complexity of analytic reading, the social nature of reference following, and the unselfconscious nature of readers’ annotations.