As a form of power, subjection is paradoxical. To be dominated by a power external to oneself is a familiar and agonizing form power takes. To find, however, that what one is, one’s very formation as a subject, is dependent upon that very power is quite another. If, following Foucault, we understand power as forming the subject as well, it provides the very condition of its existence and the trajectory of its desire. Power is not simply what we depend on for our existence but that which forms reflexivity as well. Drawing upon Hegel, Nietzsche, Freud, Foucault, and Althusser, this challenging and lucid work offers a theory of subject formation that illuminates as ambivalent the psychic effects of social power. If we take Hegel and Nietzsche seriously, then the inner life of consciousness and, indeed, of conscience, not only is fabricated by power, but becomes one of the ways in which power is anchored in subjectivity. The author considers the way in which psychic life is generated by the social operation of power, and how that social operation of power is concealed and fortified by the psyche that it produces. Power is no longer understood to be internalized by an existing subject, but the subject is spawned as an ambivalent effect of power, one that is staged through the operation of conscience.