This paper aims to explore one late antique reading of Virgil, by the late antique cento writer Proba.  Proba recreates the bible story through a selective reordering and rewriting of Virgil’s text so that the Virgilian material flavours the biblical narrative.  I will argue that Proba’s reading and reception of Virgil is fragmentary and dislocated, sharing aspects found in other late antique readings of Virgil, whether Christian or pagan.  I aim to show how the cento is a very creative response to the text of Virgil.  I will argue that Proba’s creative response is one which recycles the words while creating a new (and entirely) different meaning, similar to architecture, where parts of temples were reused as pats of a new church.  This creative response is not concerned with the implications of Virgil’s original meaning, although it assumes that the material needs to be rewritten because the content is no longer appropriate for the audience.  However, I will argue that if you read Proba’s text with an active awareness of the original text, as a fourth century reader would, it is possible to see the old and new narratives working together in a very interesting way.  It’s visible that Biblical episodes are recast as Roman epic: Jesus is rewritten as Aeneas, Troy and Rome are rewritten as the heavenly city and promised land, and these parallels invite comparisons between pagan epic and Christian rulers, cities and worlds. I will aim to give a flavour of this late antique reading in this paper.