In Shame and Necessity, Bernard Williams engages in a forceful vindication of the ethical significance of shame. In his view, shame is an extremely productive moral emotion because of the distinctive connection that it establishes between self, others and world, through a self-evaluation that is mediated by an internalized other. In this paper, I examine Williams’ conception of the internalized other and contrast it with other ways of conceiving the role of others in shame. I argue that, although Williams’ views contain many important insights, much is to be gained by conceiving the role of others in Sartrean terms instead. The other’s perspective is not merely internalized; it is constitutive of the kind of selfhood that has a capacity for shame.