William Downham was the first Elizabethan bishop of Chester. Consecrated in May 1561 after the diocese had been vacant for almost two years, he held the see until his death in December 1577. In 1574 the Privy Council fulminated that the county of Lancashire, which formed a large part of the diocese, was ‘the very sink of popery’ and some historians, both contemporary and modern, have laid the blame for this upon the perceived inadequacies of Downham’s administration. He is now commonly regarded as lazy and ineffectual. This article examines whether this assessment of his character and work is supported by surviving evidence, and argues that, while his attempts to convert his flock may not have been universally successful, this was in part because his efforts were hampered by conflict with the very people who should have been supporting him.