The article shows that Mill's ethical theory is intimately connected with his theory of human improvement. This can be discerned by analyzing how his utilitarianism differs from Bentham's version. Mill regards the received doctrine as inadequate and he defends it against its critics by making major changes. The article argues that Mill's introduction of qualitative distinctions among pleasures and his emphasis on the higher pleasures were designed to accommodate utilitarianism to his belief in self-cultivation and progress. It concludes that Mill's (...) revisions make utilitarianism more plausible, although problems remain. (shrink)