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In 1844 Karl Marx called for a “ruthless criticism of everything existing” – a philosophical critique of social, economic, religious, and political conditions unafraid of its own conclusions or of “the powers that be”. This course explores how Marx and two other major philosophical critics of modern society, Friedrich Nietzsche and Michel Foucault, engage in a practice of “ruthless criticism” and what they seek to get out of it. In particular, we examine how these three philosophers understand (1) the relationship between history and social criticism, (2) the operation of power in the modern capitalist social order, and (3) the possibility of revolution and freedom. In addition to serving as an introduction to the thought of Marx, Nietzsche, and Foucault, we ask how these philosophers build on and depart from one another, and how their approaches inform contemporary political issues, debates, and activism.