Buddhists consider fear to be a root of suffering. In Chapters 2 and 7 of the Bodhicaryāvatāra, Śāntideva provides a series of provocative verses aimed at inciting fear to motivate taking refuge in the Bodhisattvas and thereby achieve fearlessness. This article aims to analyze the moral psychology involved in this transition. It will structurally analyze fear in terms that are grounded in, and expand upon, an Abhidharma Buddhist analysis of mind. It will then contend that fear, taking refuge, and fearlessness are complex intentional attitudes and will argue that the transition between them turns on relevant changes in their intentional objects. This will involve analyzing the object of fear into four aspects and ‘taking refuge’ as a mode of trust that ameliorates these four aspects. This analysis will also distinguish two modes of taking refuge and show the progressive role each might play in the transition from fear to fearlessness.