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The author outlines a theory of motivation that attempts to integrate psychoanalytic theory with current psychological thinking and research. Emotions and other sensory feeling states are evolved mechanisms for channelling behaviour in directions that foster adaptation. The avoidance of unpleasant states and pursuit of pleasant ones leads to goal-directed mental and behavioural processes, including defences and compromise formations. Affects provide a flexible motivational mechanism in humans, as they become associated with representations of perceived, feared, wished-for, or otherwise valued states through the interaction of environmental events and highly specific naturally-selected biological proclivities. This reconceptualisation of motivation points towards a resolution of a contradiction in Freud's models of affect and motivation between a theory of drive-reduction and a theory of affect regulation, and of the apparent contradiction between motivational models that emphasise either sexual desire or relational needs. The model also has implications for the theory of transference, since it suggests that neutrality is not the feature of the analytic situation that evokes meaningful transferential processes.