Buddhists hold that fear is a root of much suffering. In his Bodhicaryāvatāra, Śāntideva provides a series of provocative verses aimed at inciting fear (bhaya) to motivate taking refuge in the Buddhas and ‘Supreme Beings’ and thereby achieve fearlessness (nābhayam). This is puzzling. Why would one cultivate fear in order to eradicate fear? And how are we to understand the role of taking refuge in making this transition? To answer this question, I will provide a structural analysis of fear that is grounded in, and expands upon, an Abhidharma Buddhist analysis of mind. I shall argue that fear is a complex intentional attitude with objects that are typically construed as both (a) vulnerable and (b) imbued with a self-referential sense of value. The transition from fearing to fearlessness, so I will argue, involves transformation in both of these aspects. More specifically, I shall contend that ‘taking refuge’ in the protection of the Buddhas and Supreme Beings is best understood as a mode of trust that ameliorates (a) but not (b). Taking refuge in the Buddha’s teachings on non-self (anātman) and dependent origination (pratītyasamutpāda), however, is intended to ameliorate both.