The star formation, mass assembly and chemical enrichment histories of galaxies, and their present distributions of dark matter, remain encoded in their stellar populations. Distinguishing the actual distribution functions of stellar age, metallicity and kinematics at several locations in a range of galaxies, sampling across Hubble types and representative environments, is the information required for a robust description of galaxy histories. Achieving this requires large aperture, to provide the sensitivity to reach a range of environs and Hubble types beyond the Local Group, to provide high spatial resolution, since the fields are crowded, and preferably with optical performance since age-sensitivity is greatest near the main-sequence turn-off, and metallicity-sensitivity for these warm stars is greatest in the optical.