Herbert Spencer (1820–1903) believed that Victorian Britain was moving toward a society of total regimentation (slavery). This movement was part of a cosmic process of evolution and dissolution. While the long-run (but not ultimate) destination of society was a higher form of social organization based on voluntary and complex interpersonal relationships, the immediate tendency was retrograde—a movement away from the liberation of mankind from the bondage of previous eras. This Article explores (1) the reasons for the retrograde movement, (2) its inevitability, and (3) the role of ideas in the process. The general conclusion is that in an effort to explain the general movement of social institutions and practices, Spencer develops a mechanical and deterministic approach which undermines his ability to pass normative judgements on changes in society.