The article scrutinizes Foucault’s articulations of resistance, arguing against the entrenched understanding that resistance in Foucault is necessarily negative, or impossible. We concentrate on a specific period of his work, situated between the disciplinary phase and the beginning of the 1980s when Foucault began to develop the idea of the aesthetic of existence. We argue that in this period Foucault developed the notion of resistance as agentic, lived and possible, through three interrelated concepts. These are reverse discourse, counter-conduct and the (...) critical attitude, elaborated in The History of Sexuality Vol. 1, the course Security, Territory, Population and the lecture ‘What is Critique?’. The link between these concepts is provided by the effect they produce, captured by Foucault’s understanding of desubjectivation. Our claim is that Foucault reorients his work towards studying subjectivity through articulating resistance as desubjectivation. The main claim of the article is that Foucault not only allows for the possibility of resistance, but that his attempts to calibrate what it may mean to resist led him to fine-tune his understanding of power. Foucault arrived at power as subjection through the gradual development of resistance as desubjectivation. (shrink)