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In this paper we take as our subject sexuality and female psychology, and, more specifically, the place of conscious fantasy in the sexual life of women as we have come to understand it from our own clinical experience. We want to note at the outset that our clinical experience leads us to formulate the daydreams or make-believe encompassed in conscious fantasy in a way that seems to diverge from that of many other psychoanalytic, lay, and literary contributors. From these latter perspectives fantasy is conceptualized in terms of its capacity to enhance sexual experience. While we would agree in general with this idea, we postulate an additional, and in fact overriding feature contained within this form of mentation. From our observations, conscious fantasy would appear to have a very particular and distinct function, whether it occurs as a part of masturbation or as a part of sexual activity experienced with another person That function is to serve as a needed protection against full, intersubjective, sensual-sexual sharing with another, a protection that in itself provides the conditions necessary for sexual satisfaction We will present two cases from out analytic practice that serve as prototypes for many others we have encountered in our clinical experience. This experience includes patients whom we have analysed and patients whose analyses we have supervised These women all illustrate similar dynamics in relation to the role that conscious fantasy plays in the regulation of their sexual closeness to another They are all frightened for one reason or another of reciprocal intimate sexuality Their invention of a conscious fantasy is defensive and/or compensatory in response to threats or frustration engendered by that sexual activity. Conversely,