In 1961, Thomas C. Smith published a short essay entitled “Japan’s Aristocratic Revolution.” In his characteristically clear and economical prose, he begins, “There was no democratic revolution in Japan because none was necessary: the aristocracy itself was revolutionary.” The essay goes on to make an argument now so familiar as to feel self-evident: low-ranking samurai carried out the revolution we call the Meiji Restoration without much help from either the peasant masses or the bourgeoisie. In this talk I will substitute Smith’s “aristocracy” with a less clearly defined class of actors who inhabited a spongy middle stratum of Tokugawa society: status-straddlers, some on the lowest fringe of the samurai class and others well-connected commoners. In addition to complicating our understanding of Tokugawa society, I will propose a way to frame the collapse of the early modern order as social history.