This paper reconstructs the major argument of Discipline and Punish, emphasizing the notion of disciplinary power as a production of subjectivity. It reconstructs some of the richness and detail of Foucault’s study of the history of the prison. This reconstruction forms the backdrop to a discussion of Steven Lukes’ critique of Foucault’s notion of power. Although the paper is generally sympathetic towards some of Lukes’ points of critique, Foucault’s conceptualization of disciplinary power and its formative impact on subjectivity remains vitally important for contemporary aesthetics. The Foucauldian notion of power as subjectivation raises the questions of resistance, autonomy, and effective self-cultivation.