In this paper I argue that Marcuse’s Eros and Civilization is a revision of his early hedonism presented in his early papers from the 1930’s, a revision necessitated by the challenge Freud’s psychoanalysis posited to the possibility of hedonism. In the first section of the paper, I present Marcuse’s critical hedonist position, mainly in “On Hedonism” (1938), where he develops a social and objective hedonism that should be set as a main political goal of a society. Accordingly, the key to a transformation of society is located at the social-political level. However, Freud’s metapsychology shows that the barriers that prevent a transformation of society are located at a much deeper level and are found in the relation between the psychological structure of individuals and social pressure, between the dynamics of the instincts and society’s material welfare. Thus, the possibility of a society that asserts happiness as its principle depends on the possibility of a transformation of human metapsychology and its social manifestation. This challenge, and the manner in which Marcuse dealt with it is the subject of the second section in which I analyze Eros and Civilization as Marcuse’s rethinking of his hedonism in light of Freud.