I reconstruct Bernard Williams’ integrity-based critique of Act-Utilitarianism (AU). I contend that Williams presents a compelling argument against AU, but the argument does not generalize to all impartial moral theories. I argue that Williams’ conception of personal integrity as the pursuit of one’s projects presents a strong objection to AU and it reveals the importance of widening the scope of morality to include considerations of partial inter-personal relations. I also contend that Williams’ conception of integrity can withstand the scrutiny brought (...) upon it by the self-indulgence objection. However, defenders of his conception of integrity must admit that personal integrity does place one in the danger of having evil projects. (shrink)