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 analyzes the moral psychology involved in this transition. It structurally analyzes fear in terms that are grounded in, and expand upon, an Abhidharma Buddhist citta-caitta analysis of mind. It contends that fear, taking refuge, and fearlessness are complex intentional attitudes and argues that the transition between them turns on changes in their intentional objects. To demonstrate this, the article analyzes the object of fear into four aspects and ‘taking refuge’ as a mode of trust that ameliorates these four aspects. This analysis also distinguisesh two modes of taking refuge and shows the progressive role each might play in the transition from fear to fearlessness.