The issue whether there is any necessary connection between time and change turns, I argue, on the problem of what constitutes an accurate measurement of how much time passes. Given a plausible hypothesis about how time is measured, Shoemaker’s well known argument that time can pass without change can be seen to be unsound. But Shoemaker’s conclusion is not therefore false. The same hypothesis about time measurement supports a revised version of Shoemaker’s argument, and the revised argument does establish that the passage of a quantity of time does not require that change occur during that time. Though Shoemaker’s conclusion is vindicated, it does not follow that there is no necessary connection at all between time and change. On the contrary, there is a connection which is simply of a different kind from the one Shoemaker had in mind.