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The concept of mentalization seeks to understand the transformation processes of physical quantity into psychical quality through the emergence, development and organization of mental representations. Often discussed in relation to the functioning of both the id and the ego, it is here proposed that the degree of mentalization also determines the level of functioning and maturity of the hostile, self-punitive superego. Luquet's description of four layers of thought (primary mental representations, metaprimary thinking, metaconscious intuitive thinking, conscious verbal thought) serves as a guide to explore issues of the forms of thinking involved in punitive superego activity. Technical implications are also examined to suggest that three steps can be differentiated in the developing capacity to represent the superego and to become conscious of its workings. The first objective is to help the ego observe its own activity, in the face of a still, unobserved hostile endopsychic agent (Gray, 1994). The second step is to meet the form and intentions of this agent, to facilitate its mental representation and elaboration. Achievement of the final step implies a growing capacity to take some responsibility for this hostile inner agent, once its activity is comparatively more available to self-observation.