In his exceptionally well-received history of analytic philosophy,1 Scott Soames presents accounts of the work of Wittgenstein and Ryle that rest on his acceptance of metaphysical preconceptions that these philosophers implicitly question in their writings. Their shared expressive third-person treatments of the mind, for example, serve to emphasise the inadequacy of Soames's distinction between private mental states and physical states/behaviour, which he regularly employs in assessing their views. His treatment of Gilbert Ryle in particular, reflects the radically different conceptions held by Ryle and Soames of the nature of philosophical investigation. Soames charges Ryle with a failure to recognise the distinction between the necessary and the analytic. He also harbours a clear understanding that philosophical problems arise naturally and directly from “our ordinary ways of thinking,”2 where these ways of thinking, the reader discovers, involve metaphysical preconceptions. This is at odds with Ryle's claim that certain category mistakes, playing the role, roughly, of Wittgenstein's misleading pictures, underlie some of the main problems of philosophy. The purpose of this paper is to assess how well Ryle, occasionally aided by Wittgenstein, can be seen to parry Soames's direct onslaught on his work in parts of Dilemmas and in The Concept of Mind.