It is shown that the adiabatic distorted-waves theory of inelastic scattering, under suitable approximations, can be re-expressed in terms of derivatives of elastic scattering amplitudes. The methods are very general, and have the interesting aspect that they display relations which are directly among scatering amplitudes, so that the role of the optical potential is minimized. Results are obtained for all orders of the inelastic coupling constant, hence for single excitation (normal inelastic scattering), for double excitation, and for the reaction of inelastic coupling on the elastic scattering. The theory easily takes the form of a generalized “diffraction model,” and yields information about the reliability of such models. The older, Fraunhofer model of Blair is obtained as a special case. Two basic approximations are employed. Both are at their best if the projectile is absorbed strongly by the target nucleus, and if angular momentum transfers are much smaller than the angular momenta that are important for partial wave expansions. Approximation A simplifies the Green's functions that enter in calculations of the higher-order processes, so that the mathematical structure of such calculations becomes equivalent to that of first-order calculations by others which are known from the study of elastic scattering, and which are easily related to derivatives of the amplitudes for elastic scattering.