The affect of shame in its development and transformations plays an important role in the oedipal period, alongside guilt, as a source of unpleasure and a signal affect. Earlier experiences of shame, associated with loss of control, are now incorporated into the new meanings derived from oedipal conflicts. The analysis of a phobic woman shows how the shame of exposure, experienced by the patient in terms of body concerns, involved complex compromises representing impulses, defenses, and fantasies. Signals of shame anxiety helped to ward off guilty fantasies of love and hostility by motivating character traits in which even ordinary caring was renounced. In the analysis these traits were represented in a transference of defense.