Although Machiavelli would appear to be only a minor figure in Foucault's genealogy of modernity, this article examines his 1977–1978 lectures at the Collège de France and argues that the author of The Prince plays a pivotal role in the development of ‘governmental reason’ and its critique. These lectures indicate how The Prince serves as the negative touchstone for the emergence of an extensive and evolving discourse on government, confirming that Machiavelli was more than a passing interest for Foucault. I (...) consider two ‘Anti-Machiavellian’ episodes in Foucault's genealogy as especially significant: the sixteenth-century discourses of the state and the eighteenth-century discourses of political economy. These moments are significant both in showing how the idea of government hinges on a repudiation of the political lessons of The Prince and in establishing the link between governmentality and another term so important for Foucault's thinking in this period – biopower. Finally, I show how the art of critique – or, what Foucault describes as ‘the art of not being governed quite so much’ – finds a timely resource in the figure of Machiavelli. (shrink)