Intuitively, one who counts a morally bad person as a friend has gone wrong somewhere. But it is far from obvious where exactly they have gone astray. Perhaps in cultivating a friendship with a bad person, one extends to them certain goods that they do not deserve. Or perhaps the failure lies elsewhere; one may be an abettor to moral transgressions. Yet another option is to identify the mistake as a species of imprudence—one may take on great personal risk in counting a bad person as a friend. In this paper, I argue that none of these intuitive explanations are entirely convincing; for many such proposals run contrary to widely accepted features of friendship. However, they do point us in the direction of a more satisfying explanation—one which concerns a person's moral priorities. An individual who counts a morally bad person as a friend is, I propose, one who betrays a distinct kind of defect in her values.