It is unclear exactly why, or when, compassion-eliciting situations evoke responses that are pleasant and productive, versus aversive and potentially detrimental to one’s health. The proposed work seeks to clarify the role of mindset on the experience of compassion-eliciting situations, helping behavior, and responses to unrelated stressors. Specifically, I propose the action-phase model of compassion, suggesting that compassion-eliciting stimuli evoke multiple competing goals. These include goals to protect the self and one’s resources and goals to help others. Goal conflict is associated with distress and anxiety, and is characterized by a deliberative mindset in which an individual considers several possible plans of action. However, choosing to pursue one goal at the exclusion of others is characterized by an implemental mindset and is associated with reduced anxiety and increased goal attainability. I plan to test my hypotheses that deliberative and implemental mindsets moderate the effects of compassion-evoking situations on anxiety and helping behavior, and that compassion-evoking situations buffer anxiety in response to stressors to the extent that people approach such situations with an implemental vs. deliberative mindset. Furthermore, I seek to test the idea that the relationship between meditation and prosocial behavior can be partially explained by the relationship between meditation and thinking implementally with respect to helping goals. These 4 studies use physiological, implicit, and self-report methods of assessment. Freeing oneself from fear and anxiety through the use of mindset-related techniques is at the heart of contemplative practice. The proposed work seeks to maximize benefits and reduce distress associated with compassion for both potential helpers, and targets of help in order to reduce the burden of compassion, thus decreasing human suffering and anxiety and increasing flourishing.