Ugliness results from the emergence into consciousness of certain fantasies that alter the person's aesthetic sense in such a way that the formal qualities of the experience, the shape, texture, and color, appear to become the sources of our most disturbing and repulsive feelings. This paper reviews the psychoanalytic writings concerning the problem of ugliness and offers a psychoanalytic model of this universal phenomenon. Clinical vignettes illustrate key points. The paper closes with a discussion of how ugliness can be an opportunity for both the analyst and the artist--he or she confronts ugliness, and through the analytic and creative process, brings form and perfection to disintegration and disorder.