In this article we argue that the worries about whether a consequentialist agent will be alienated from those who are special to her go deeper than has so far been appreciated. Rather than pointing to a problem with the consequentialist agent's motives or purposes, we argue that the problem facing a consequentialist agent in the case of friendship concerns the nature of the psychological disposition which such an agent would have and how this kind of disposition sits with those which (...) are commonly thought proper to relations of friendship. To the extent that we are right, then, the rejoinders which indirect consequentialists have offered to the problem of alienation are ill directed and so do not succeed in meeting the real problem. In articulating what we see as the source of the alienation problem which friendship poses for consequentialism, we also hope to clarify the general distinction between dispositions and motives and to show how certain kinds of guiding internalized normative dispositions help us to define and therefore distinguish between various types of relationships. Undertaking this task may also help to identify some of the crucial issues for an adequate moral psychology of friendship and its place in any plausible ethical theory. (shrink)