My project examines the the role of rehabilitation within incarceration through a study of rehabilitative programs in the penal system of Rio de Janeiro, Brazil. The inherent contradiction of prisons as institutions designed both to treat and to punish is particularly visible in Rio, where the prison administration's proclaimed mission to "re-socialize" stands in stark contrast to its reputation for punitive repression, violence and mismanagement. Yet this mission legitimates a variety of projects through which state and non-state actors attempt to transform not only inmates, but also broader society and the penal system itself. I propose to investigate these projects through twelve months of ethnographic research inside Rio's prisons and within the advocacy and activist networks pushing for penal reform. I will examine how these conflicting rehabilitation projects are entangled within the penal system, and what aspirations for future subjects and societies they generate. My study will investigate why various groups within the prison system continue to emphasize the importance of re-socialization despite the apparent failures of incarceration in Brazil. This research will thereby offer an alternative understanding of prisons not merely as sites of incapacitation and violence, but also as generators of visions for the future and as the grounds for creating and contesting new models of security and social well-being.