The authors hypothesize that the development of a capacity to experience the affect of shame, like the development of a capacity for anxiety and depression, is crucial for growth towards autonomy. They delineate the sources of shame, discuss gender-related differences in the experience of and management of shame, and describe the impact of a capacity, or lack of capacity, for shame on the development of autonomy in both men and women. They illustrate their discussions with case examples and describe some therapeutic implications of their observations.