One of the most disquieting facts about the totalitarian movements of communism and fascism which threatened the European political order in the interwar period is the support both these movements appear to derive from the writings of two of the most important European philosophers of the 19th century, Karl Marx and Friedrich Nietzsche. The destruction of Western civilization seems to have been engendered by Western civilization itself. It is commonplace to charge that Bolshevism represented a travesty of Marx’s ideas, just as Nazism represented a travesty of Nietzsche’s ideas. But while it is impossible to describe Nietzsche as a fascist avant la lettre, it is no less untenable to maintain that there is no connection whatsoever between his ideas and the ideological turmoil which brought Europe to the brink of destruction in the first half of the 20th century. My paper examines the locus classicus of proto-fascist elements in Nietzsche’s writings – his praise of “master morality” in the First Treatise of the Genealogy of Morality. I argue that when Nietzsche’s praise of master morality is approached with a proper appreciation of the distinction Nietzsche himself makes between “the exoteric and the esoteric,” the proto-fascist elements in his rhetoric reveal themselves to be playful, ironic and intentionally self-undermining, and subservient to Nietzsche’s goals of philosophical pedagogy. Yet, at the same time, this insight does not absolve Nietzsche of the charge of fatal irresponsibility in the rhetoric he chose to employ.