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The impartial spectator is one of the central concepts of Adam Smith’s Theory of Moral Sentiments. This paper examines the origins of the impartial spectator in Smith’s response to a criticism leveled by certain of his peers at the first edition of TMS. It argues that many of the key aspects and functions of the impartial spectator can best be understood as Smith’s attempt to deal with Gilbert Elliot’s charge that his theory collapses into moral conventionalism.