This paper provides a critical discussion of Klein's theory of envy as primary, an innate aspect of the destructive forces. The author argues that envy is the outcome of a defective mother/infant fit in which the infant's need for illusory omnipotence is not met, resulting in a sense of lack of sufficient internal resources to manage existence as a separate individual (i.e. feelings of worthlessness and helplessness). Envy arises from this sense of lack through the compensatory fantasy of an all-providing other who possesses the qualities required to fill the gap. If the gap is felt to be intolerable, destructive spoiling ensues as an attempt to obliterate it. This aspect of envy is therefore seen as ultimately defensive rather than, as in Klein's view, a primary impulse against which defences are instituted.