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In a footnote to The Second Sex, Simone de Beauvoir takes issue with the representation of the feminine in the work of Emmanuel Levinas. Published just two years after Levinas’s 1947 works Existence and Existents and Time and the Other, Beauvoir refers critically to Levinas’s of femininity with otherness, and with his masculinization of the subject. Since then, many feminist scholars have alternately attacked and defended Levinas, arguing in favor of a feminist conception of ethical subjectivity and ethical responsibility. What would happen if we were to reverse this gesture, and read de Beauvoir’s work critically from and through the thought of Levinas? Can the mutual critique of and between these ethically and politically powerful thinkers yield productive readings, readings that would expand the possibility of responsibility, moving beyond the dichotomy between subjectivity and alterity? This paper proposes that by reading both de Beauvoir and Levinas against the grain, and by reading them with and against one another, we can begin to think a feminist ethics and politics that pushes beyond identity and difference.