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Who is afraid of passivity? Historically, women and minoritized people have had good reason to be, given that passivity has been a way to keep them out of the world of “reason.” Freud’s move from the activity/passivity binary as the principle of all instinct, to its gendering as femininity/passivity and masculinity/activity, leads him to assert the “repudiation of femininity” as the bedrock of psychic life (Freud, S. 1937. “Analysis Terminable and Interminable.” In The Standard Edition of the Complete Psychological Works of Sigmund Freud, 23, 209–254. London: Hogarth Press). This has led to a generative history of feminist, queer and Black psychoanalytic scholarship that constantly re-opens the question of female subjectivity and sexuality, and what we mean by psychic femininity and masculinity. However, what does remains as “bedrock,” even in this theorizing, is the figure of the mother in the internal world of the infant – supposedly castrated yet all-powerful, and requiring that the infant defend itself against what is stirred up as a result of dependency on her. After reviewing some of the psychoanalytic debates about femininity, I turn to “stillness” rather than passivity to suggest that we can identify a maternal element that is on the side of development, a figuration of psychical inertia that holds the capacity for waiting, stopping, ceasing and withdrawing in a world in which these mental functions are sorely missing.