Counterfactual thoughts predominantly occur in response to failed goal pursuit. The primary function of self-related counterfactuals seems to be correction of specific behaviors and preparation for future successful goal attainment. In the present article we describe a model that outlines this view of counterfactual thoughts. We focus specifically on automatic versus controlled processes of counterfactual thinking and their relation to the formation of intentions. We link our model to research on goal pursuit, in which the impact of counterfactual thoughts and related affective experiences (e.g., regret) has been somewhat neglected. Implications for research on motivation and goal pursuit are discussed and novel predictions highlighted.