This chapter analyzes how the question of race and alterity are related through an analysis of Levinas, Fanon, and Baldwin. Levinas’s work is in some ways defined by its resistance to dialectical thinking. In the wake of this thought, an important question arises: In what ways might we say that Levinas’s conception of the Other derives from presupposed, unthematized sameness between subjects? This chapter explores this question in the juxtaposition of Levinas’s articulation of the Other with questions of race and alterity in Fanon and Baldwin. What we learn from Baldwin and Fanon is that the measure of encounter is saturated with the history of race and racism, which means that the lived experience of the Other—the structure to which Levinas appeals in his descriptions—is already racialized and therefore set in an altogether different dynamic. Through close readings of key passages in Baldwin and Fanon, the author argues that the sedimentation of race and racism in the experience of racial difference requires a dialectical account of the formation of subjectivity before the Levinasian encounter with the Other.