Envy is an important element of mental functioning that has largely negative consequences and yet its origin is poorly understood and does not seem to make sense from an evolutionary perspective as it creates reactions to help and love that are usually self defeating. Envy is thus a cause of suffering and an obstruction to recovery in all therapeutic work. Popular psychodynamic explanations of envy propose either that it is primary, as in Melanie Klein’s theory, or else part of a death instinct as per Freud’s thinking. The deleterious effects of envy on relationships and one’s capacity to love are usually acknowledged by earlier theorists but the possibility that envy is primarily a defence against the love itself has not been given sufficient consideration. This paper proposes that envy is in fact the reaction against the danger that love will cause one to merge with another that is unable to love (keep one in mind) resulting in the annihilation of the self. The infant having experienced the frustration of mother’s inevitable empathic failures develops a negative reaction to the very qualities that the infant found loveable in her. The more intolerable the empathic failure the stronger is the reaction. Thus envy is ubiquitous but varies in strength. The author uses examples from Shakespeare’s Othello, clinical cases and the literature to illustrate the dynamics involved in merger and envy. Seeing envy as secondary rather than primary or genetic is liberating and empathy enhancing for patient and therapist.