Recent work on Mill's philosophy has emphasized the differences between his views and those of his mentor, the more orthodox utilitarian Jeremy Bentham. These differences have been obscured by an overemphasis on Mill's "little work" Utilitarianism, which (it is argued) is not the official statement of his own views but a popular squib laying out a "common creed" stated vaguely so as to be acceptable to all utilitarians. Mill's utilitarian commitments are idiosyncratic and differ greatly from contemporary developments in consequentialism, in ways that make his own position more interesting than typically understood. His theory of value too can be read as less standard hedonism and more eudaimonist than commonly understood. This course will attempt to point to a solution of the great problem of Mill scholarship: How to reconcile his utilitarianism with his classical liberalism, as laid out in On Liberty with its uncompromising Principle of Liberty. In so doing, we will consider Mill's views on government, economics, epistemology of value, and moral psychology as well, in an effort to reconstruct a coherent philosophical view.