Unlike mainstream Cyrenaics, the Annicereans deny that friendship is chosen only because of its usefulness: the wise person cares for her friend and endures pains for him because of her goodwill and love. Nonetheless, the Annicereans maintain that your own pleasure is the telos and that a friend's happiness is not intrinsically choiceworthy. I argue that this is to be explained by evidence for an Annicerean doctrine of 'non-hedonic habits', which allows them to abandon psychological hedonism while still maintaining hedonism regarding well-being.