Using data examples, I re-approach Donald Winnicott’s idea of primary maternal preoccupation (1984[1956]) through Bracha Ettinger’s matrixial concept of transsubjectivity. I argue that Winnicott recognises the radical difference between the mental state that women will have occupied formerly and the state that the prenatal and postnatal infant will claim, if the mother is available to it. With the benefit of a matrixial perspective it is possible to see how this description need not pathologise women, nor reproduce misogynistic discourses. On the contrary it begins to do justice to the enormity of women’s transition as they become mothers: enormity because it threatens to pitch them beyond the experience of being a self-contained autonomous individual, a position which is normalised in what Ettinger calls phallic logic. Feminists risk reproducing phallic logic if we dismiss on ideological grounds, and thereby pathologise, this radically other state characteristic of the peri-natal period that many women experience when they become mothers.