Ralph Cudworth’s goal in his manuscript writings on freewill is to argue that our actions are in our own power in a robust sense that entails the power to do otherwise. Cudworth’s unorthodox views about desire threaten to undermine this project, however. Cudworth maintains that only desire is able to distinguish good and evil and, consequently, that desire alone motivates our actions. Therefore, since Cudworth holds that desire itself is not in our own power, he appears committed to the conclusion that our actions are not in our own power either. Cudworth’s solution, I argue, is to emphasize our inward responses to desire, which he does take to be in our own power. I focus in particular on attention: by directing attention differently in response to desire, Cudworth holds that we are able actively to influence the way in which desire motivates our actions. Our actions are in our own power, therefore, only because such inward responses to desire are in our own power.