 Modern moral theories, the most representative of which are utilitarianism and Kantian moral theory, do not concern themselves directly with virtue and character. Instead, they are primarily concerned to describe morally correct action. Theories of morally correct action generally aspire to develop criteria by which to categorize actions as morally obligatory, morally permissible, or morally impermissible. Some theories of morally correct action also introduce the category of the supererogatory: an action is supererogatory if and only if it is morally praiseworthy, but not obligatory. The two theories of primary concern to Williams are utilitarianism and Kantian moral theory, and both of these are usually interpreted as eschewing the category of the supererogatory. (See Baron 1995 for an argument that Kantian moral theory has no need for the category of the supererogatory.) Williams maintains that both utilitarianism and Kantian moral theory are deeply implausible because of their integrity undermining effects. His argument against utilitarianism makes the more transparent appeal to the concept of integrity and it is this argument that we examine here. (But see Herman 1983, Rogerson 1983, Jensen 1989, and Baron 1995, chapter four, for critical discussion of the Williams’s argument against Kantian moral theory.)