This paper attempts to clarify the relationship between conscience and bad conscience in the Second Essay of the Genealogy of Morality (GM II). Conscience, which Nietzsche calls the “will's memory” (GM II, 1), is a faculty that enables agents to generate and sustain the motivation necessary to honor commitments, while bad conscience is that “other gloomy thing” (GM II, 4), gloomy because it is a self‐punishing faculty that produces feelings of guilt. In addition to having different functions, conscience and bad (...) conscience have distinct causal origins. Conscience originated as a memory of “I will nots” inculcated by punishment (GM II, 3), whereas bad conscience is produced by the process of “internalization” (GM II, 16)—not punishment (GM II, 14–15). It would seem to be possible, then, that an agent could have a conscience without having a bad conscience. The sovereign individual is sometimes interpreted in such terms. I argue that this separation is impossible, however. An agent would be incapable of generating and sustaining the motivation to honor commitments, thus having a conscience, without having undergone the process of internalization, necessitating the presence of bad conscience as well. (shrink)