This paper explores the relation of the delusion of omnipotence to masochism and suggests that this fantasy constitutes a major component of the resistance so prominent in work with masochistic patients. The connections among masochism, omnipotence, negative therapeutic reaction, and clinging to pain are discussed. The classical view has been that the failure of infantile omnipotence forces the child to turn to reality. Our experience with masochistic patients suggests that it is the real failure to achieve competent interactions with others that forces the child to turn to omnipotent solutions. The distinction is made between fantasies that enhance the real capacities of the self and those aimed at denying and transforming the pain and inadequacy of the mother-child relationship. The epigenetic transformations of omnipotent fantasies through all levels of development are described. The patient's need to protect the omnipotent fantasy is discussed in relation to resistance at each phase of analysis.