Counterfactuals are thoughts of what might have been. They are mental representations of alternatives to past occurrences, features, and states. As such, they are imaginative constructions fabricated from stored representations, typically embracing a blend of traces from both episodic and semantic memory. Like many judgments, counterfactual thinking can be both automatic, in that its unconscious activation may follow from the simple recognition of particular outcomes, or intentional and controlled, in that it may be deliberately recruited, sculpted, or suppressed in response to ongoing goals. Counterfactuals influence emotions such as satisfaction and inferences such as causation and likelihood, which in turn influence global impressions of self and others. This chapter shows that goal perceptions offer a unifying conception of a variety of counterfactual processing effects, both automatic and controlled. It presents an overview of two theories of the determinants of counterfactual thinking: norm theory and the two-stage model. It also examines performance goals and counterfactual activation, affect goals and counterfactual activation, and activation by counterfactuals of mind-sets that reflect higher order goal-based cognitions.