I have attempted to demonstrate that exhibitionism is associated with the striving to master states of infantile fascination that were passively experienced. The phenomenon of fascination was studied and correlated with early ego states when self and object are incompletely differentiated and both pleasurable and unpleasurable sensations are perceived as being induced by an omnipotent object. It was hypothesized that the form and quality of the exhibitionism, along with the concomitant fears and ability to sublimate, are determined by the phase-specific coloration of significant fascinating experiences and the ratio of aggressive and libidinal elements. Clinical examples were offered to illustrate the overdetermination of the exhibitionistic act. Finally, although exhibitionism is usually associated with visual impressions and the urge to see (scoptophilia), this is not always the case, indicating that exhibitionism and scoptophilia are not complete counterparts.