diff --git a/README.md b/README.md
index ff2da5a..4745461 100644
--- a/README.md
+++ b/README.md
@@ -85,18 +85,18 @@ ninja all
 Link the `libcubescript` library together with your application and everything
 should just work. It also builds the REPL by default.
 
-The project also bundles the `linenoise` line editing library which has been
-modified to compile cleanly as C++ (with the same flags as `libcubescript`).
-It's used strictly for the REPL only (you don't need it to build libcubescript
-itself). The version in the repository tracks Git revision
-https://github.com/antirez/linenoise/commit/97d2850af13c339369093b78abe5265845d78220.
-
 For the REPL (when not disabled with `-Drepl=disabled`) you have a choice of
-two line editing libraries. The `readline` library can be used (but is always
-disabled by default, so you need to enable it manually). On Unix-like systems,
-`linenoise` can be used (and is fully featured) and is enabled by default; on
-Windows it's disabled. There is also a fallback without any line editing, used
-when you don't have either (but then there is no line editing or history).
+two line editing libraries - either the `readline` library (which is always
+disabled by default, so you need to enable it manually) or the `linenoise`
+library (bundled and enabled by default). There is also a fallback without
+any line editing, used when you disable both (but then there is no line
+editing or history).
+
+The version of `linenoise` bundled with the project is `cpp-linenoise`, available
+at https://github.com/yhirose/cpp-linenoise. Our version is modified, so that
+it builds cleanly with our flags, and so that it supports the "hints" feature
+available in original `linenoise`. Other than the modifications, it is baseed
+on upstream git revision a927043cdd5bfe203560802e56a7e7ed43156ed3.
 
 ## Licensing
 
diff --git a/tools/linenoise.hh b/tools/linenoise.hh
index 01f47bf..a55c984 100644
--- a/tools/linenoise.hh
+++ b/tools/linenoise.hh
@@ -1,3 +1,9 @@
+/* this has changes made to it by q66:
+ *
+ * - backported hints support from upstream
+ * - cleaned up to compile warningless with strict flags
+ */
+
 /*
  *  linenoise.hpp -- Multi-platfrom C++ header-only linenoise library.
  *