Top of the wish list of any astronomer who wants to understand galaxy formation and evolution is to resolve the stellar populations of a sample of giant elliptical galaxies: to take spectra of the stars and make Colour-Magnitude Diagrams going down to the oldest main sequence turn-offs. It is only by measuring the relative numbers of stars on Main Sequence Turnoffs at ages ranging back to the time of the earliest star formation in the Universe that we can obtain unambiguous star formation histories. Understanding star formation histories of individual galaxies underpins all our theories of galaxy formation and evolution. To date we only have detailed star formation histories for the nearest objects in the Local Group, namely galaxies within 700kpc of our own. This means predominantly small diffuse dwarf galaxies in a poor group environment. To sample the full range of galaxy types and to consider galaxies in a high density environment (where much mass in the Universe resides) we need to be able to resolve stars at the distance of the Virgo ($\sim$17 Mpc) or Fornax ($\sim$18 Mpc) clusters. This ambitious goal requires an Extremely Large Telescope (ELT), with a diameter of 50–150m, operating in the optical/near-IR at its diffraction limit.