Where motherhood and ethics are brought together, it is usually under the rubric of an “ethic of care,” with the mother-child relationship figured as a paradigmatic example of such an ethic. In this article I make use of Levinas' account of ethics as first philosophy to flesh out a notion of “maternal alterity” as an alternative to a maternal ethics based on the various complex mental and emotional tasks that make up care. This represents an attempt to recuperate something for the mother out of her often bewildering encounter with the enigmatic otherness of her child. Situating Levinas alongside a dialogue between Jessica Benjamin and Judith Butler on intersubjectivity, I attempt to disentangle maternal subjectivity from the developing subjectivity of the child and offer an account of the maternal subject as an ethical subject situated, perhaps, “otherwise” to a discourse of care.