This talk, given as the James Merritt Lecture in Philosophy of Education at Northern Illinois University in 2009, encapsulates Dr. Stengel’s philosophical inquiry into the function of fear in educational settings, and invites students and colleagues into the practice of philosophy of education by describing how the investigation proceeded. Using insights from pragmatist John Dewey and affect theorist Sara Ahmed, Stengel builds a case that fear is not a naked affect but a fusion of act, thought and feeling always impacted by “past histories of association.” The characteristic that marks fear (as distinguished from any other emotion) is separating, shrinking away from growth producing circumstances, thus making education impossible. Acknowledging the discomfort of experiences that disturb students, Stengel considers the challenge to teachers and students facing the power differential involved in experiences that seem “fearful,” and reminds teachers that fear cannot be a tool for education. She identifies educators’ responsibility to attend consciously and carefully to students’ affects, and work to prevent strong and complex feelings from being reduced to fear by the act of separation that stops growth.