Illustrating a point of intersection between music (as represented in a film soundtrack) and psychoanalytic theory, the author contrasts two uses of silence: the silence of a deadening, collapsing “no thing” (Bion, 1962) and that of an unformulated, experiential “boredom” in which desire crystallizes (Phillips, 1993). The silences and sounds of Steve McQueen’s (2011) film Shame are described with respect to the development of these musical and psychical phenomena with an emphasis on sexualized suffering as a result of an impaired capacity to tolerate and use silences generatively. The film’s soundtrack and narrative, as well as links to the clinical situation, are discussed with respect to the dialectical tension between these expulsive and potentiating uses of silence.