Scholars have typically viewed book 3 of Aristotle’s Metaphysics as an unsystematic array of different metaphysical problems. In this article, the author argues that Aristotle organizes them with great care. The principle behind his ordering of the problems stems from Aristotle’s concern with impressing upon his audience the difficulty of becoming thoroughly perplexed. This principle is found to make sense of the discrepancies between Aristotle’s list of the problems in 3.1 and his discussion of them in 3.2–6. In short, Aristotle’s primary concern in Metaphysics 3 is to temper the ambitions of his audience of enterprising physicists, a concern that takes him from the aim of metaphysics to the tension between theology and philosophy. Borrowed as this concern is from the Platonic Socrates, the author shows that the arc of Metaphysics 3 is Socratic, and how it is Socratic.