This essay reassesses Matthew Arnold’s place in the history of modern criticism, arguing that his most important contribution to that history was his refashioning of the critic as an empty and recessive type of agent. Arnold’s famous call for criticism to abandon the “sphere of practical life” was no mere slogan, but the product of an extended meditation on the nature of agency and action, undertaken in dialogue with the works of the philosopher Benedict de Spinoza. From Spinoza’s “lower” criticism, Arnold derived a method that both approaches individual texts as actions and stresses the critic’s role in “composing” those texts as individuals in the first place. To perform these functions, however, criticism must renounce its claim to count as an action in its own right. The essay traces the development of this method from Arnold’s early essays on Spinoza through his mature criticism of the 1860s and 70s and considers its bearing on the wide variety of practices that describe themselves as “critical” today.