It has become almost commonplace to claim that utilitarianism was, from its inception, an imperialist theory. Many writers, from Bentham’s own followers to recent scholars, have suggested that from Bentham onward, utilitarians reveled in the opportunity that they believed despotic power provided for the establishment of perfectly rational laws and institutions. A closer look at Bentham’s own views on empire, however, reveals a sharp break between his position on European colonies and that of followers such as James and John Stuart Mill. For Bentham, the utilitarian doctrine led to criticisms of the empires of his day. Bentham is better understood as a participant in the late-eighteenth-century skepticism about imperial conquests and aspirations than he is as a proto-colonialist or a “Solon” of India. Once he is understood in this light, our picture of his successors, especially J. S. Mill, is revised as well.