This chapter explores Foucauldian approaches to planning theory and notes that Foucauldian concepts and perspectives have been productive of significant critical studies of urban/regional/environmental/spatial planning and land-use regulation. It suggests that an examination of counter-conducts opens up more nuanced possibilities than the sometimes rather one-sided use made of Foucault's work on power, discipline and governmentality. An analysis of counter-conducts, in effect, counters the 'dark side' of planning. The chapter focuses on three strands of analysis that exemplify approaches to Foucault's work in planning studies: power and rationality; discipline and social control; and governmentality, which in this field tend to have a common emphasis on the way power subverts the overt progressive aims of planning. The inter-relations of governmentality and subjectification are elaborated and developed throughout Foucault's writing, and there is not space to follow up the rich details of his provocative re-workings of them.