This chapter examines the work of William Empson, the critic normally assumed to be the least historical in his approach, especially his close attention to ‘the words on the page’. It shows how even his earliest work, such as Seven Types of Ambiguity and Some Versions of Pastoral, is shot through with historical assumptions—indeed, the latter book contains a short history of class relations in England. It moves on to a full-scale discussion of his most daunting work, The Structure of Complex Words, showing the ways in which it is structured by an interpretation of history between the sixteenth and nineteenth centuries, revealing Empson to be a significant historian of English ethical life, who did not share the prevailing declinist or anti-Whig perspective.