My aim in this chapter is to push back against the tendency to emphasize Mill’s break from Bentham rather than his debt to him. Mill made important advances on Bentham’s views, but I believe there remains a shared core to their thinking—over and above their commitment to the principle of utility itself—that has been underappreciated. Essentially, I believe that the structure of Mill’s utilitarian thought owes a great debt to Bentham even if he filled in that structure with a richer conception of human nature and developed it in more liberal directions. This commonality is revealed, in particular, in Mill’s own institutional designs and practical reform proposals in Considerations on Representative Government and related writings. If this is right, then the tendency of interpreters to highlight their differences rather than their similarities has been to the detriment of both Mill and Bentham scholarship, and so to our understanding of the rise of liberal utilitarianism.