Jerome Bruner points out in his prologue to the first volume of the English translation of The Collected Works that Vygotsky flirts with the idea that language creates free will. This article attempts to consider the influence of the Dutch seventeenth-century philosopher Spinoza on Vygotsky. An account of Spinoza's anti-Cartesian conception of will is given, to which Vygotsky recognizes his indebtedness. We will consider elements of Spinoza's philosophy that were important to Vygotsky's theory of the development of intellect, and claim that an appreciation of the philosophy informing Vygotsky's theory of the development of intellect is necessary if the full implications of his project are to be grasped.