The meaning and impact of serious illness in the therapist is described as it affects the doctor's intrapsychic analytic space, the analyzing field, and the fantasy life of patients. The brief literature on this topic is reviewed with particular reference to what patients should be told about one's illness. The author's experience of serious illness is described as it related to his reaction to his work with patients. Patient material is presented that demonstrates the utility of an abstinent stance even when encountering real and disturbing events. Freud's experience with long-term disability is recalled and the special circumstances posed by major illness for the analytic relationship are discussed. The unparalleled experience provided the patient by one's delicate neutrality at such times reveals to him the true depth of unconscious fantasy and its lasting influence on adult functioning.