Joseph Conrad's Heart of Darkness is, admittedly, a text with many racist, imperialist and sexist subtexts. A feminist literary analysis, however, can extract women's empowerment and agency. This thesis takes a closer look at the Mistress (also known as the African woman) and the Intended, two women with vastly different racial and class backgrounds who, in their own ways, demonstrate resistance. This thesis analyzes Mr. Kurtz's often-ignored sketch in oils, arguing that the sketch itself demonstrates the colonial mentality of difference and the disruption of that difference. It then explores both the Mistress and the Intended in detail, positing that while the Mistress uses the colonizers' fear of the wilderness and its silence to her advantage, the Intended takes control over her own domestic circumstance. Overall, this author asserts that the Mistress and the Intended, while often dismissed, are noteworthy, important, and influential characters in Heart of Darkness.