Relational-Cultural Theory provides a straightforward and elegant definition of power: it is the capacity to produce change. The implication of this framework is that power is the energy of competence in everyday living. However, in a culture stratified along multiple dimensions-race, class, and sexual orientation, to name a few-power is associated with hyper-competitiveness and deterministic control. The paper begins by examining the 'protective illusions' of the power-over paradigm, where humanity is rank ordered according to perceived cultural value and is stratified into groups of greater than and less than. In addition to exposing the false dichotomies of power-over arrangements, the paper examines the destructive consequences of cultural disconnection, on both the putative winners and the losers. Examples from organizational practice, clinical relationships, and socio-political contexts are used to illustrate the Relational-Cultural Model in action. Specifically, scenarios are presented from the standpoint of the politically disempowered to demonstrate the relational competencies of empathic attunement, authenticity, and accountability that foster healing, resilience, and mutual empowerment.