It has long been a puzzle of literary history that in the nineteenth century Walt Whitman enjoyed far greater popularity in England than in the United States. In this essay I argue that Whitman became in England the poet of "populist elitism," a movement to reinvent the traditional role of the clerisy on the part of men newly enfranchised by the Third Reform Act. To admire Whitman was to be both an ardent democrat and a member of a privileged sector of society that could appreciate the poet's daring unconven-tionality. The pivotal figure in this popularity was the poet and socialist Edward Carpenter, whose career must be understood in the context of the nineteenth-century reception of Coleridge's ideal of the clerisy. Disillusioned with the possibilities for the clerisy available from traditional English institutions, Carpenter transferred its mission to the appropriation and dissemination of Whitmanian democracy. His poem Towards Democracy (1883-85) revises the diction, self-presentation, and sexual ethos of Whitman's Leaves of Grass (1855) to make Whitman useful to an English audience. Vet in deserting the traditional institutions of the clerisy for Whitman's vision, Carpenter created a gap that has yet to be resolved between idealistic aspirations for democratic culture and the means of creating social change.