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This essay reconstructs Agamben’s theory of bare life as an example of an affirmative biopolitics, a politics of life that lies beyond sovereignty. The essay shows that his account of bare life constitutes a reworking of four central motifs found in Marx’s historical materialism: the facticity of alienated existence, the fetishism of commodities, the profanity of bourgeois society, and the nihilism of revolution. Agamben’s renewal of historical materialism explicitly turns on an innovative and controversial synthesis of Benjamin and Heidegger. This essay argues that such a synthesis relies, implicitly, on the negative dialectics developed by Adorno. If correct, this interpretation suggests a way of understanding Agamben’s political thought as a particularly radical and consequent continuation of the project of critical theory.