This paper summarizes and critiques Amartya Sen’s use of functionings and capabilities to evaluate inequality and poverty. He judges that “things” and “means” to acquire things are inadequate measurements of poverty. His approach keys upon the functionings that can be performed by the poor and the capability sets that are available to them from which they can choose. Sen’s strategy proposes to enlarge these sets and provide improved functionings within them. Although this approach is preferable to a bare income or commodities orientation, it fails to appropriately emphasize the personal qualities that largely determine whether capability sets will be acted upon. Sen focuses upon a person’s range of available action and neglects the motivations that spur that person to choose and to apply herself to her choice. He also presumes that the functionings that constitute well-being, despite their individual and interrelated complexities, can be described and guaranteed without surpassing available resources, e.g., information, revenues and public support. A hierarchy of functionings is necessary to guide the commitment of resources and establish boundaries for their application.