Critics suggest that without some "objective" account of well-being we cannot explain why satisfying some preferences is, as we believe, better than satisfying others, why satisfying some preferences may leave us on net worse off or why, in a range of cases, we should reject life-adjustment in favor of life-improvement. I defend a subjective welfarist understanding of well-being against such objections by reconstructing the Amartya Sen's capability approach as a preferentist account of well-being. According to the proposed account preference satisfaction (...) alone—possible as well as actual—is of value. States of affairs contribute to well-being because and to the extent that they satisfy actual or nearby possible preferences, and are fruitful, that is, compatible with a range states that satisfy further actual or nearby possible preferences. The proposed account solves the problem of adaptive preference. Individuals whose preferences are "deformed" are satisfied with fruitless states of affairs, which constrain their options so that they are incapable of satisfying a wide range of nearby possible preferences—preferences they "could easily have had." Recognizing the value of capabilities as well as actual attainments allows us to explain why individuals who satisfy "deformed" or perverse preferences may not on net benefit from doing so. More fundamentally, it explains why some states are, as Sen suggests, bad, awful or gruesome while others are good, excellent or superb without appeal to any objective account of value. (shrink)