This is a study of extreme emotional reactions to the learning of mathematics. It is conducted among mature adults, mostly well-qualified in some academic area, but with relative failure in mathematics, and showing a marked distaste for the subject. It first explores, through interviews with twenty-four people, their memories and feelings about their experiences in the mathematics classroom. Two modes of investigation follow. One is with a group of seven who, with the experimenter, seek both to learn some mathematics and examine their negative reactions to it. The group met for two-hour sessions through thirty-six weeks of an academic year. Side by side with this ran individual studies of three people, who also worked on mathematics, re-experiencing and discussing their fears. These studies lasted respectively through twelve, twenty-four, and twenty-six hourly sessions. Starting with Skemp's model of intelligence, and in particular its view of the emotions, six situations are defined which inhibit learning. A model of the most extreme reaction, panic, leads to the speculation that it is caused by authority and time pressures. This is tested, both in large groups and in individual cases. The belief that the explicit avoidance of them can lead to rewarding mathematical experiences is also examined.