Edward Brooke has held the post of Attorney General of the Commonwealth of Massachusetts since 1962. He is dismayed at the level to which his Republican party has fallen making effective opposition in a two-party system impossible-""things are as bad as they seem."" He offers to tell why and what to do about it. The Democrats have not so much won during the past thirty-five years as the Republicans have lost. This, because they have not noticed a changing America, nor have they offered solutions (even wrong ones) to the major problems confronting our society. Mr. Brooke is turning the elephant in the other direction to enable him to pin the tail on the donkey. He denounces the bugaboo of big government as just that, looks to the needs of the poor, civil rights, urban centers. He sees the Democrats' flaw, their ignoring the primary need for self development, as the Republican's main chance for a progressive program based on a ""help people to help themselves"" philosophy. Mr. Brooke discusses foreign as well as domestic policy, winds up with a definition of genuine conservatism as the engineering of changes in the system to prevent serious damage to its foundations. He has not built a platform, but he has pointed his party in the direction of real issues.