This essay explores the challenge that men's experiences of uncertainty, vulnerability and dependency pose for phallic masculinity. The theory of the little boy's disidentification from the mother is revisited to account for a fear of drowning in a sea of overwhelming affect, as exemplified by my own experiences as father and psychoanalytic candidate. I argue that men's ability to tolerate the unconscious depends on their relationship to the maternal, which is forged on the threshold between preoedipal and oedipal functioning. The importance of receptive fathers to help men integrate the maternal is illustrated by a case discussion in which an early impasse is resolved in supervision.