The topic of this essay is James’s “Winchelsea, Rye and Denis Duval” (1901, written 1899). It combines more thoroughly than any other by him the modes of travel writing, literary criticism, and autobiography, being an exercise in memory—personal, literary, and historical. It looks back to the time when James first dreamed of becoming a writer and to his earliest association with Rye—and to his actual beginnings as a published novelist. The essay pairs two neighboring Sussex towns and two texts, Thackeray’s last, unfinished novel, Denis Duval of 1864 and an unidentified English novel, now forgotten, of James’s youth. It also plays spectacularly with the rhetorical figure of chiasmus.