  The star formation, mass assembly and chemical enrichment histories of
galaxies, and their present distributions of dark matter, remain encoded in
their stellar populations. Distinguishing the actual distribution functions of
stellar age, metallicity and kinematics at several locations in a range of
galaxies, sampling across Hubble types and representative environments, is the
information required for a robust description of galaxy histories. Achieving
this requires large aperture, to provide the sensitivity to reach a range of
environs and Hubble types beyond the Local Group, to provide high spatial
resolution, since the fields are crowded, and preferably with optical
performance since age-sensitivity is greatest near the main-sequence turn-off,
and metallicity-sensitivity for these warm stars is greatest in the optical.
