A discussion of the theme of masculinity and the phallus in Spike Lee's 1990 film Mo' Better Blues, with particular emphasis on the psychic and material dimensions of phallic struggle between Bleek and Shadow. I am interested in how the psychic life of the stage is deployed in the struggle between Bleek and Shadow offstage to possess, in whatever register, their mutual sexual interest - Clark. And also how in the film's title song - "Mo' Better Blues" - is performed outside the phallic economy, articulating different masculine possibilities that are, in the film, otherwise only explored in the domestic life of Bleek and Indigo that closes the film.