The passage of Mill’s Utilitarianism that sets out the condition in which one pleasure has a superior quality than another stokes interpretive controversy. According to the Lexical Interpretation, Mill takes one pleasure, P1, to be of a superior quality than another, P2, if, and only if, the smallest quantity of P1 is more valuable than any finite quantity of P2. This paper argues that, while the Lexical Interpretation may be supported with supplementary evidence, the passage itself does not rule out (...) qualitative superiority without lexical dominance, as it only requires P1 to be more valuable than any quantity of P2 that it is possible for someone to experience. Some will object that this concession to opponents of the Lexical Interpretation still renders Mill’s condition for qualitative superiority too demanding to be plausible. However, if Mill’s qualitative rankings apply to higher-order pleasures taken in modes of existence as such rather than to the pleasures of different activities chosen from within these modes, the objection loses much of its force. One upshot is that Mill may have more to contribute to debates in contemporary population axiology than is usually acknowledged. (shrink)