Counterfactual thinking involves the imagination of non-factual alternatives to reality. We investigated the spontaneous generation of both upward counterfactuals, which improve on reality, and downward counterfactuals, which worsen reality. All subjects gained $5 playing a computer-simulated blackjack game. However, this outcome was framed to be perceived as either a win, a neutral event, or a loss. "Loss" frames produced more upward and fewer downward counterfactuals than did either "win" or "neutral" frames, but the overall prevalence of counterfactual thinking did not (...) vary with outcome valence. In addition, subjects who expected to play the game again made more upward counterfactuals and were less satisfied with the outcome than were subjects who did not expect to play again. However, once subjects saw the cards from which they could have selected had they "hit" again (two winning cards and two losing cards), all subjects generated primarily upward counterfactuals and showed a corresponding decrease in satisfaction. These results implicate both cognitive and motivational factors in the generation of counterfactuals and tell us something about the functional value of counterfactual thinking: downward counterfactuals provide comfort; upward counterfactuals prepare one for the future. (shrink)