The concept of the will in the philosophy of Schopenhauer was his solution to the problem of the distinction made by Kant between the world of appearance, to which we have access, and the thing-in-itself, the Ding an sich, to which we do not. Schopenhauer himself said that anyone who had not yet grasped this distinction and thought that we did indeed have access to the thing-in-itself remained in a child-like naive innocence and was not yet a philosopher. In his early writings, Nietzsche, while critical of Schopenhauer in several places, was admittedly under his influence, for example in The Birth of Tragedy, where he often spoke of a Hellenic “will” and the overcoming of the principium individuationis, the principle of individuation, which Schopenhauer saw in the world of appearance. Nietzsche, though, would go on to develop his own conception of the will to power, something different from the Schopenhaurian will, in that it is not the thing-in-itself, it is not necessarily one, it is a multiplicity, a perspectival causal principle. In The Genealogy of Morals Nietzsche set forth a theory of guilt and bad conscience as a result of the repression of active life instincts, showing how the introjection of active impulses – will to power – can lead to life denying consequences. If the will of Schopenhauer can be understood as life energy, and if the repression of life instincts can be understood as the repression of life energy, then, this paper will argue, Nietzsche did not distance himself as much from Schopenhauer as he thought, something further underscored by Schopenhauer noting that conflict, strife, and the hunt are fully to be expected in the manifestation of the will. This paper will examine the concepts of the will in the philosophy of Schopenhauer and the will to power in the thinking of Nietzsche before examining Nietzsche's theory of guilt and bad conscience as a result of the repression of life instincts.