This chapter starts from Raymond Williams’s claim to have shown how the concept of ‘culture’ developed out of the experience of the Industrial Revolution, demonstrating that his own evidence does not in fact support his claim. The chapter traces the development of Williams’s thinking from 1945 up the publication of Culture and Society, itemizing his indebtedness to the Leavisian framework and bringing out the ‘before-and-after’ character of his understanding of the role of the Industrial Revolution in replacing an organic society with an atomized, selfish form of social relationship. A close analysis of Culture and Society reveals the informing historical logic of a book that has been immensely influential yet has never really been received as a work of history.