In keeping with much of the psychoanalytic literature of his time, Bion did not write about the shame affects, at least, not by name. After a brief review of some of the central issues that shame dynamics raise, some key theoretical ideas put forward by Bion are developed towards an understanding of shame as linked to a terror of emergence in ‘becoming’ one's self. The formulation rests on three main ideas. Firstly, shame is understood to be an emergent emotion existing in a ‘shame-space’ between Bion's bi-polar formulation of narcissistic and socialistic tendencies. Secondly, pathological shame is understood to develop from repeated denial of normal projective identifications and the painful rejection of the infant's curiosity, vitality and capacity for communication in the eyes of the other. This leads to an acute sense of disorientation caused by the breakdown or loss of conception of the self. Finally, the defensive organisation linked to pathological shame is considered, with emphasis given to phantasies of ‘possessing O’ and the imitation of ideal forms. A case is used to illustrate the realization of these ideas.