A conception of the self and five motivational systems is applied to clinical psychoanalysis. Each motivational system develops in infancy from innate and learned patterns in response to a basic need, and each involves particular affects. Each motivational system contributes patterns from which important transferences evolve. At any given moment, motives derived from one or another system dominate a person's experience, motives from the other system being subsidiary or dormant. We describe the manner in which these concepts contribute to an explanation of foreground-background relations during analysis, and how analysts and analysands construct model scenes to give meaning to information acquired by empathic listening. We conclude with a clinical vignette illustrating the application of these concepts to the patient's transference and the analyst's response in the intersubjective realm of an analytic enactment and verbal exchange.