"Where one can no longer love, there one should^—^pass by!" In this line from Thus Spoke Zarathustra, Nietzsche's fictional prophet suggests how we might orient ourselves to a shared existence we hope to change. Zarathustra does not seek immediate political change but rather the creation of new values, a change in what counts as a meaningful life^—^arguably essential to any enduring collective transformation. Passing By elaborates Zarathustra's counsel alongside and through related insights of other seekers of new values, including Gandhi and James Baldwin. It reveals how, if new values are to be an affirmative vision of flourishing and not merely a reaction to extant values, then an unusually oblique form of striving may be apt. To "pass by" is to decline direct contest^—^confrontation, debate, direct resistance^—^in mainstream cultural and political milieux. Yet Passing By is neither engagement nor disengagement^—^a common binary for classifying tactics for change^—^it is a skirting maneuver. By repeatedly coming close to but then veering away from the most insistent embodiments of reigning values, we train our bodies not to rage against them. Learning to “relax” our value-creative wills, we mitigate vengefulness against the present and are better able to know and accept the present and take it up creatively, rather than reactively, as the future's starting point. Passing By may resemble acquiescence. It is not. It is a striving for new values, practiced by individuals singly or collectively, that anticipates the slow transgenerational timeline of new-values creation and, while it avoids sustained engagement, it allows for discrete interventions to avert atrocity.In a moment when resentments are strong and agonistic contest in the public sphere appears essential and urgent, yet nonproductive, Passing By articulates the damage of direct contest, especially its aggravation of vengefulness, and a different path for genuine change. Nietzsche is rightly often the inspiration for robust value-striving but is also sometimes inspiration for aggressive public contest. Passing By offers Nietzschean inspiration for a quieter, indirect mode of value-striving that relaxes the will to make it more creative.