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This is a directed readings graduate course that takes the form of a reading seminar. Our aim is to read carefully and understand deeply what Michael Heinrich calls Marx’s “second project of critique”; begun in 1863–64 and often referred to by the name “Capital,” this project remains entangled with but must be understood as separate from the “critique of political economy.” It also remains deeply misunderstood, and particularly hard to grasp if one approaches it by starting with chapter one, volume 1, of Capital (especially as interpreted through traditional Marxism). Hence our distinct and distinctive tack.