In examining Judith Butler's treatment of Spinoza insofar as it reflects the tenacity of a commitment to the need to "honor the death drive," a need often justified by the ethical and political resources it provides, this essay asks about the basis of this need for feminist theory. From whence does it come? What ethical and political work does a primary vigilance toward our destructive and death-bent urges do? Thus, I begin with a review of Butler's treatment of Spinoza, and proceed to make some suggestions about what motivates her creative appropriation of his principle of conatus. Finally, without demanding that Butler represent Spinoza's philosophy accurately, I propose that Spinoza's philosophy allows a very strong acknowledgment of destruction, including self-destruction, without conceding the necessity of an ethics or politics of anxiety. Like Butler, and perhaps even more radically, Spinoza insists upon our opacity to ourselves, our irreducible and original multiplicity and constitutive relationality, as well as the inability finally to demarcate the boundaries of the self. Yet his ethics culminates in what he calls a "remedy for the affects," in an endeavor to displace and minimize sad passions, like anxiety. In concluding, the question for feminist theory remains: Which are the best fictions, models of selfhood, and modes of speculation for the displacement of anxiety, aggression, and the passions that trigger violence agianst ourselves and others in a misogynist, homophobic, and racist culture? If I am not able to answer these questions in the course of this brief essay, I hope to underline the importance of asking them.