Capital is a complex work, whose argument unfolds logically and in detail over the course of its three volumes. The question suggests itself then as to why its second volume, routinely dismissed as “boring,” “dull” and “dry,” attracts nothing like the weight of critical examination that the other parts of the work do. Making use of the second Abteilung of the Marx-Engels-Gesamtausgabe, which collects in comprehensive fashion all of Marx’s and Engels’ writings related to the preparation of Capital, the kaleidoscope of material drafted for the volume that Marx left to Engels when he died, and also what Engels did to it to construct the final volume, are here examined in some detail, within the overarching context of Marx’s construction Capital as a whole. In light of this examination, some tentative suggestions are offered as to how Volume II should be understood as a component part of the complex articulation of the three-volume whole of which it forms a critical part.