Dickens has often been praised by modern readers for his keen awareness of Victorian injustices and his ability to expose them in his fiction. Victorianists, though, also know that Dickens was anxious about appearing “preachy” in his fiction, and was often criticized by contemporary readers for sacrificing the interests of the story to those of his social criticism. This article shows how, in the Pickwick Papers, Dickens develops a “counter-didactic” discourse, one that allows him to criticize Victorian institutions and make general moral points without appearing to do so. Often he will advance a social argument, only to (apparently) undermine it the next moment with a joke. In other cases, the literary form in which he embeds the social argument (a comical proverb, a tale told by a grubby stroller) defuses the sense of moral urgency that would otherwise attach to it. Dickens's counter-didactic discourse thus allows him to advance social arguments under the cover of a style that ostentatiously mocks and dismisses them. Many of the defining stylistic features of the novel—the “Wellerisms,” the interpolated tales, the good-natured ignorance of Pickwick himself—gain a new coherence when seen as features of this larger, counter-didactic discourse.