The concept that perceived threat or danger is a cognitive antecedent of anxiety is central in clinical psychology, personality psychology, and social psychology. The aim in the current article is to review this concept and present a new conception called the looming vulnerability model. Looming vulnerability is conceptualized as an important cognitive component of threat or danger that elicits anxiety, sensitizes the individual to signs of movement and threat, biases cognitive processing, and makes the anxiety more persistent and less likely to habituate. In addition, it is postulated as a principal theme that discriminates anxiety and focal fears from depression. The looming vulnerability model integrates a disparate collection of findings and integrates the conceptualization of anxiety and fear with ethological and developmental observations. The social-cognitive and evolutionary basis of the sense of looming vulnerability are discussed, as well as its roots in cognitive schemata (fear scripts), its state elicitation by several potential classes of antecedent conditions, and possible treatment implications.