In the wake of G. A. Cohen's masterful critique of Rawls's work, this paper discusses Rawlsian justice in general and the difference principle in particular. It argues that Rawlsian arguments for the difference principle present a puzzle and that to respond adequately to the puzzle we must engage in rational reconstruction. After explaining the puzzle and considering and rejecting a number of responses to it, the paper begins its reconstructive project. It presents the case for viewing the difference principle as a maximizing prioritarian principle of justice, one that that contains no trace of commitment to equality as a distributive norm. The paper concludes by bringing out some of the implications of viewing Rawlsian justice in this light.