In "Upheavals of Thought", Martha Nussbaum offers a theory of the emotions. She argues that emotions are best conceived as thoughts, and she argues that emotion-thoughts can make valuable contributions to the moral life. She develops extensive accounts of compassion and erotic love as thoughts that are of great moral import. This paper seeks to elucidate what it means, for Nussbaum, to say that emotions are forms of thought. It raises critical questions about her conception of the structure of emotion, (...) and about her conception of compassion, in particular. Finally, the paper seeks to show how analyzing the structure, as well as the moral value, of the emotions ultimately requires entering the realm of religious ethics. (shrink)