Mary Astell's female retreat is a political project, dedicated to the full self-realization of students in a world that diminishes them and thwarts the development of their potential. Newly analyzing the pedagogical tools and distinctive setting of her seminary, I reveal its most progressive promise. In this political reading of A Serious Proposal, Astell emerges as an early figure in the broad political tradition of female resistance to patriarchal domination. She enables a subordinated group of women to arrive at new and oppositional ways of understanding themselves, each other, and even the world, and to act for change. The methods and tactics she employs in her retreat bring to light some surprisingly democratic and feminist dimensions of Mary Astell.