In 1601, Elizabeth Talbot, Countess of Shrewsbury, began her final will and testament. Remembered for posterity as Bess of Hardwick, she was the wealthiest woman in Elizabethan England (second only to the Queen herself), keeper of Mary Queen of Scots, and grandmother to Elizabeth I’s potential heir, Arbella Stuart. Over the course of her long life and four marriages, Bess amassed a fortune which she ploughed into creating dynastic stability through architectural projects (especially Hardwick Hall), sound monetary investments, and ambitious marriages for her children. Her will gives a fascinating insight into her indomitable character while powerfully representing her attempt to mitigate risks of financial loss, whilst coercing her heirs into obeying her wishes. This paper seeks to explore the rhetorical strategies that Bess employs in her will; this is a legal, factual document, so to what extent is it open to literary interpretation? Did Bess herself expect and anticipate that her final will and testament would be used by her family and executors as a representation of her life, her personality? Does she use the opportunity provided by the moment of will-writing in order to exert herself over those acquaintances she anticipates will outlive her? Is the early modern will used by Bess to stamp her authority on those whom she strove to control on life? Fascinatingly, Bess continued to revise her will using marginal notes and codicils for the next seven years, disinheriting various family members as the result of quarrels, and redistributing her wealth as she saw fit, until her death in 1608. The precision with which Bess bequeaths her monetary and material wealth is striking: her executors and beneficiaries are left little room for interpretation and no excuse for error. This legal document tells us the story of a life, of attachments made, beliefs valued, and relationships both honoured and dismissed. It is the intention of this paper to explore the metaphors and rhetoric of inheritance, alongside specific bequests of money, jewels, property and clothing, present in the will of Bess of Hardwick in order to understand the document as an expression of personal and dynastic achievement, status and ambition.