This article reconfigures Merleau-Ponty’s “Problem of Passivity” into the potential of passivity. It contributes to Claude Lefort’s strong claims that Merleau-Ponty’s Passivity course from 1954-1955 published in the volume of course notes Institution and Passivity (2010) provides an «attack against the root of modern ontology», and that the phenomenon of passivity has largely been «neglected by most philosophers». Reflected in these assertions is a 21st century perspective on Merleau-Ponty’s work, with relevance to current performative, corporeal and political reworkings of phenomenology. The article's aim is to chart how Merleau-Ponty’s work on passivity, sleep and the unconscious represents a powerful critique of the Husserlian intentional model and the phenomenological concept of constitution, at the same time as opening potential for viewing consciousness as plural, culturally situated and diffracted.