In contemporary scholarship in the social sciences and humanities, as in our lives when we are scared, we are often too quick to divide actions into compliance with or resistance to power. As Sedgwick (2003) has observed, there is a paranoid tendency in critical scholarship. But, in fact, the world is more subtle and compromised than such an account would suggest. There is something heroic and clear-cut about the way this divide between compliance and resistance operates, as what it implies is that when compliance ends the result must be resistance, freedom, agency. Yet this image is an unkind one: it is haughty about those still caught in the web – and manically, cruelly optimistic about everything else. And on which side do we who entertain it imagine ourselves to be? An alternative, more modest yet hopefully deeper perspective would be one which can encompass the unsteady, roiling encounter of subject and world, with its richness of strategies and possible resources out of which some freedom can be built, under conditions not of our own choosing, and in various forms of participation. When the binary between compliance and resistance fragments, specific and concrete strategies come into view, with their possibilities and limitations.