ABSTRACT Ugly feelings are ‘weak, nasty’ and enduring feelings which have particular socio-cultural significance and functions in neoliberal contexts. Drawing on a qualitative study of women’s everyday experiences of gender, wellbeing and the body, I develop Ngai’s ‘ugly feelings’ framework alongside a Deleuzian-Spinozan understanding of affect to understand the affective implications of gendered body concerns – extending the famous Spinozan question of ‘what can a body do?’ to ask ‘what can the ugly feelings of body concern do, and how do they affect the range of options for living available in the gendered context of neoliberalism?’ Women in the study described body concerns as generalised ‘worry’ and heightened attentiveness to the body’s physical characteristics, and having the potential to morph into ‘obsession’ and ‘disgust’, the ‘ugliest of ugly feelings’ Ngai (2004: 335). Where body concerns became ‘intolerable’, ugly feelings of worry about appearance turned to bodily ‘disgust’ and led to the more ‘damaging’, rigid affective relations which constrain a body’s capacities. The ugly feelings of body concern can be understood as a key component by which bodies are currently constituted in the context of gendered neoliberalism, and the processes by which gender is itself made and remade through everyday life.