The aim of this essay is to understand the underlying motivation behind Derrida’s initial objections to Foucault in his 1963 “Cogito and the History of Madness” and the way these objections anticipate so much of Derrida’s subsequent work. Beyond a disagreement over how to read a crucial moment in Descartes’ Meditations regarding the Cogito’s relation to madness, the “Cogito” essay provides a full-fledged theory of the relationship between history, language, and reason, on the one hand, and madness, silence, and death, on the other. Only through understanding this configuration is it possible to understand why Derrida would call Foucault’s The History of Madness not just a mistaken or misguided text but a “totalitarian” one. After outlining the reasons for Derrida’s strident critique of Foucault’s work on the basis of this underlying opposition between history and madness or reason and silence, Naas demonstrate how this same configuration is at work in early texts such as “Violence and Metaphysics,” right up through Derrida’s final seminars on The Beast and the Sovereign and, especially, The Death Penalty. Naas concludes by pointing out that while Derrida’s theoretical questions were always very different than Foucault’s, both thinkers ended up, curiously, on the same side in their critique of today’s carceral system and its forms of punishment. Only by taking into account both the similarities and the differences between Derrida and Foucault, in both their political positions and their philosophical texts, can we today really “do justice” to the history of their infamous debate.