With his characteristic clarity, rigor, sophistication, and phenomenological subtlety, Audi presents a rich, plausible, and comprehensive overview of the structure of both theoretical (epistemic) and practical rationality. The issues he raises are too deep and far-ranging to respond to with anything but a few suggestive remarks. After suggesting an alternative to Audi's way of looking at the relationship between epistemic and theoretical rationality, I will focus on two main issues. The first concerns Audi's criticism of traditional versions of foundationalism, versions that are alleged to over-intellectualize the nature of epistemic justification by failing to give a robust enough justifying role to experience as such. The second concerns the relationship between Audi's view and the Humean view that he opposes, his conception of the grounds of rational desire, and the way in which those grounds figure in an account of the rationality of altruism.