This article deals with modus vivendi, toleration and power. On the face of it toleration and modus vivendi are in tension with each other, because of the power condition on toleration: that an agent is tolerant only if they have the power to engage in an alternative, non- or intolerant form of behaviour, and this seems to be absent in modus vivendi. The article argues that the scope of the power condition is unclear, but might be thought much more extensive (...) than usually supposed. This becomes clear when the agent’s thoughts are subjected to a counterfactual test, concerning what would occur in their ideal world. However it is in the nature of ideals that they cannot usually be subject to a counterfactual variation here, since they determine the ideal world’s content. The article concludes that only a commitment to the other party’s freedom for its own sake proves robust in the face of counterfactual idealisation, but that it is questionable whether the dispositions that characterise toleration should be subject to so demanding a test. (shrink)