When something called theory first announced its presence in the 1960s humanities academy it did so by demanding that an array of disciplines — initially ‘English’, history, and sociology — recover the hidden conditions of empirical experience and knowledge. During the 1980s this mutated into a demand that identities locked into various kinds of intellectual closure should be opened through exposure to protean fluidities: linguistic différance, unprescripted ‘events’, unsettling ‘others’. For a long time these structuralist and post-structuralist demands have been thought of as justified by the hidden realities that they appear to bring to light. This lecture heads in a different direction. Rather than approaching theoretical self-interrogation in terms of what it reveals beneath empirical activities, it treats this self-interrogation itself as a particular kind of empirical activity. This is the activity that Peter Brown, Pierre Hadot and Michel Foucault have characterised as a ‘spiritual exercise’, dedicated to intellectual self-transformation, and oriented to reshaping the manner in which a suitably educated elite will accede to knowledge. Once ‘theory’ has been reconceived as an empirical activity in this manner then it becomes possible to constitute it as an object of contextual intellectual history. One can ask what acts are accomplished through this activity, to what ends, and in accordance with what cultural and political programs. In providing some indicative answers to these questions, the lecture outlines an approach to the intellectual history of post-1960s humanities theory