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Though George Eliot is often taken to be sympathetic to Spinoza's ethics, in fact between them lies a fundamental difference in moral outlook. Indeed, Eliot provides the basis for a deep criticism of Spinoza's entire approach to ethics. In Middlemarch she shows how his abstractionism (and by extension, the abstractionism of philosophy itself) undercuts the role that sympathy ought to play in the good life. This essay reveals how she does this by examining her and Spinoza's differing conceptions of intuition, individuality, and plurality, and the implications of these differences for ethics.