This article examines failures of witnessing in China Mieville’s The City and the City and Kazuo Ishiguro’s Never Let Me Go. It begins by outlining models of witnessing posited by psychoanalyst Dori Laub noting that his conception of witnessing relies upon an "imperative to tell" and on the assumption of good faith between teller and listener. The article argues that, in Mieville’s and Ishiguro’s fictions, this imperative is absent, and the resulting failures of witnessing on the part of the protagonists create their complicity in the dystopian systems represented.  The failures to bear witness to the atrocities committed by the regimes in these novels stem from failures to see and acknowledge the visible evidence of atrocity, due to its normalisation. The protagonists also fail to construct the narratives that would attest to these atrocities, preferring to perpetuate comforting rumours and forms of unreliable knowledge, often as a result of a desire for empathy with the group of which they are a part. The article concludes that this empathy becomes a troubling virtue: the act of reading itself, in that it involves a degree of identification with the narrator, may cause us to repeat the same failures of the witnessing as the protagonists.