The Cartesian system is standardly seen, as indeed it was in Descartes' own day, as a reaction against the scholastic philosophy that still dominated the intellectual climate in early seventeenth-century Europe. But it is not sufficient, when discussing Descartes' relations with scholastics, simply to enumerate and compare the various Cartesian and scholastic doctrines. To understand what set Descartes apart both from scholastics and also from other innovators, one has to grasp the reasons behind the various opinions, but beyond that, one has to understand the intellectual context in which these reasons played a role, to see what tactical measures could have been used to advance one's doctrines or to persuade others of them. In this essay I first attempt to contrast Descartes ’ attitude toward scholastic philosophy as seen through his correspondence, with his attitude as revealed through his published works. I then try to give enough background about Jesuit pedagogy and Jesuit philosophy to begin to understand Descartes ’ attempt to gain favor among those of that order. Finally, I depict a few skirmishes between Descartes and the Jesuits, to capture the flavor of such exchanges. Perhaps the most interesting lesson that can be learned by looking at Descartes' relations with scholastics is the sheer power and authority of Aristotelianism during the seventeenth century.