The author presents a close reading of a Frost poem and a detailed discussion of an analytic session. Using specific examples from the poem and from the analytic session, he then offers some thoughts concerning the relationship between the way he listens to the language of the poem and the way he and his patient speak with and listen to one another. The author illustrates in this reading of the poem and in the way he speaks to his patient that he is no primarily engaged in an effort to unearth what lies ‘behind’ the poem's words and symbols or ‘beneath’ the patient's report of a dream or of a life event. Instead (or perhaps more accurately, in addition), he attempts to listen to the sound and feel of ‘what's going on’, to the ‘music of what happens’. This is achieved to significant degree in the analytic setting by means of the analayst's attending to his own reverie experience.