This article presents a theory of the mutually reinforcing interaction between power and stereotyping, mediated by attention. The powerless attend to the powerful who control their outcomes, in an effort to enhance prediction and control, so forming complex, potentially nonstereotypic impressions. The powerful pay less attention, so are more vulnerable to stereotyping. The powerful (a) need not attend to the other to control their own outcomes, (b) cannot attend because they tend to be attentionally overloaded, and (c) if they have high need for dominance, may not want to attend. Stereotyping and power are mutually reinforcing because stereotyping itself exerts control, maintaining and justifying the status quo. Two legal cases and a body of research illustrate the theory and suggest organizational change strategies.