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What do patients want? The great conundrum of psychoanalysis is why it is so hard to change patients who ostensibly plead for help. And, why is change itself so often suspect, a “flight into health,” a resistance? This conundrum, this odd “refusal,” is the bane of psychoanalytic therapy and, at the same time, the machine that drives it. This essay explores the ramifications of refusal, suggesting that it is considerably more than resistance out of anxiety.