Two experiments examined the role of perpetrator power in witnesses' decision to confront a prejudicial remark. In Experiment 1, participants who witnessed a sexist remark by a higher-power (vs. an equal-power) perpetrator were significantly less likely to express confrontation intentions, despite finding the remark highly biased and inappropriate. In Experiment 2, participants read scenarios involving a sexist versus racist remark perpetrated by someone higher vs. lower vs. equal in power, and they reported their confrontation intentions. Perpetrator power again inhibited direct confrontation intentions, and this effect was mediated by perceptions of responsibility for intervening, perceived ability to decide how to respond, and perceived costs versus benefits of confronting. Findings were not qualified by discrimination type (racism vs. sexism) or by individual differences in participant prejudice. Consistent with power-as-approach theory, feeling powerless increased sensitivity to confrontation obstacles and thereby inhibited confrontation intentions.