Despite its general success, not everyone responds to cognitive therapy. Some clients have difficulty complying with assignments and others appear to be frankly resistant. This article considers strategies for dealing with passive noncompliance and active resistance within cognitive therapy. In general, it is argued that the process of therapy is usually facilitated by staying within the cognitive model-that is, by exploring and working through those beliefs and attitudes that underlie noncompliance and resistance in the same manner that other problematic beliefs and attitudes are approached. Also considered are strategies for dealing with unrealistic expectations regarding the pace of change, therapists' errors leading to noncompliance and resistance, and instances in which the therapeutic model is simply insufficient.