Three studies examined the motivational implications of thinking about how things could have been worse. It was hypothesized that when these downward counterfactuals yield negative affect, through consideration of the possibility of a negative outcome, motivation to change and improve would be increased (the wake-up call). When downward counterfactuals yield positive affect, through diminishing the impact of a potentially negative outcome, motivation to change and improve should be reduced (the Pangloss effect). Results from three studies supported these hypotheses. Studies 1 (...) and 2 showed that a manipulation of the counterfactual made about an investment influenced decisions toward that investment. Study 3 showed that students’ academic motivation was influenced by a manipulation of the type of downward counterfactual they made after an exam and that affect mediated the relationship between the counterfactual and motivation. (shrink)