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The phantasy of the phallic woman is employed by some men to avoid castration anxiety so that heterosexual intercourse may be enjoyed. Clinical material is presented to demonstrate that the mouth may be used to support the phantasy of a female phallus. The presence in the early histories of these men of visual experiences of injury seems to be a factor in the continuation of severe castration anxiety and the defensive phantasy of the phallic woman. A special characteristic of the tongue which causes a perceptual distortion is detailed. This distortion contributes to the phantasy of the phallic woman.