In this paper, the role of the skin as metaphor, as described by Esther Bick, is considered and extended to help conceptualize the psychopathology of eating-disorders. The functions of psychic skin are discussed, along with the formation of mental space, Bion's notion of containment and the work of Anzieu, which leads into a discussion on greed. Second-skin formations are considered in terms of active use of musculature, which is here illustrated through a consideration of the language use of an eating-disordered patient. The role of clinging and adhesive identity in eating-disorders is then explored, along with a conceptualization of skin as a cultural container. Finally, the use of clothes as a second-skin formation is detailed. The various ideas are illustrated with clinical examples from the author's practice as well as from the literature.