The next two chapters examine changes in the honor-shame discourse in the Warring States period (ca. 500 – 220 BCE), when larger, territorial states replaced the warrior aristocracy with bureaucratic administrators and peasant soldiers. Re-structuring Warring States society entailed forming new groups through elective ties of comradeship or discipleship and of devotion to political superiors. The honor/shame complex defined all these ties. This chapter traces the development of ideas about honor outside of ascribed status and the formal state order. These ideas were articulated by the earliest Chinese critical thinkers, who formed around the figure of Confucius. Defining themselves against conventional values, they claimed honor derived from devotion to study and virtues. They also argued that what others regarded as shameful, low status or poverty, could demonstrate a higher honor that refused to curry favor or pursue wealth. Although they sought rulers’ patronage, and offered them advice, they rejected serving those who refused the virtues they espoused, thus proving their true honor. Several rulers granted such men titles and stipends that did not entail government service. Finally, claims to honor in this period marked the emergence of networks of patrons and clients, as well as those formed by bravoes.