This article argues that there is nothing inherently bad about power over others – it depends on how it is used; that in many ways power over others does not have to be a zero-sum game; and that perspectives and strategies for transforming power from below, vital as they are, should not distract from the potentials for transformations from above. Power over others can be used as power to empower. This requires changes in mindsets and behaviour, with actions like convening, catalysing, facilitating, asking questions, and providing support. Through empowering others, those who are powerful can gain: from better learning and realism, reducing the distortions and delusions of ‘all power deceives’; from less stress; from better relationships; and from satisfactions which are fulfilling and enjoyable. It is overdue to pay more attention to uppers – officials, political leaders, priests, teachers, professional service providers, and pervasively to men – to enable them to gain from the win-wins of changing their behaviour, using their power to empower others. One big frontier in development thinking and practice is to evolve and apply a pedagogy for the powerful, for which five practical actions are suggested.