A profeminist perspective was employed to study male bonding in the locker rooms of two "big time' college sport teams. Locker room talk fragments were collected over the course of several months by a participant observer, a senior varsity athlete, and by a nonparticipant observer, a sport sociologist. Additional data were collected by means of field observations, intensive interviews, and life histories and were combined to interpret locker room interaction. The analysis indicated that fraternal bonding was strongly affected by competition. While competition provided an activity bond to other men that was rewarding and status enhancing, it also generated anxiety and other strong emotions that the athletes sought to control or channel. Moreover, peer group dynamics encouraged antisocial talk and behavior, much of which was directed at the athletes themselves. To avoid being targeted for jibes and putdowns, the men engaged in conversations that affirmed a traditional masculinity. As a result their locker room talk generally treated women as objects, encouraged sexist attitudes toward women and, in its extreme, promoted rape culture.