This article recalls the foundation of one of Cambridge's lost Colleges. It documents the transformation by a private benefactor, Hervey de Stanton (or Staunton), of a small Cambridge living into the university's third College, giving an overview of the life of its founder and outlining the personal connections that led to the establishment of Michaelhouse. It traces the foundation history of parish and College and their expansion through the strategic accumulation of benefactions. It gives an insight into the College statutes, a highly original composition by Stanton to govern the life at Cambridge's only college for priest-fellows. Finally, it documents the development of a distinctive catholic humanist school at the College, and its opposition to Henrician reformation measures, which made it a natural candidate for amalgamation into King Henry VIII's larger foundation, Trinity College.