In general outline, Astell's A Serious Proposal to the Ladies is well understood. In Part I, Astell argues that women are educable, and she proposes the construction of a women's academy. In Part II, she proposes a method for the improvement of the mind. In this article, I reconstruct and contextualize Astell's arguments and proposals within her theory of mind and her account of the skeptical predicament that she sees as being endemic among women. I argue that Astell's two proposals are best understood as strategies that, when employed, will allow women to critique prejudice and custom.