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This essay's most narrow aim is to provide a conceptual structure within which to read George Eliot's Impressions of Theophrastus Such. To do this requires I derive what, following Stanley Cavell, I call Eliot's moral perfectionism, for the exacting passions of this perfectionism configure her purposes in Impressions. Eliot's perfectionism is juxtaposed with writing by her contemporaries-Mill, Newman, Bradley, Nietzsche-and by Feuerbach and Spinoza. A further aim of the paper, thus, is to intimate the remarkable reach of this perfectionism in the Victorian period. Finally I conclude by glancing at a consideration of teaching and punishment by Neil Hertz.