Many psychoanalysts have replaced the ideal of free association with that of a two-person conversation, riddled with enactments and illuminated by occasional moments of recognition, in their understanding of what constitutes a psychoanalytic process. This alternative approach holds out a view of the patient not as the passive witness of his own free-associations, but as a free agent in the co-construction of a dialogue with the analyst and as the co-author of any therapeutic action. However, while this perspective emphasizes the patient's freedom to make choices in his role as the co-author of analytic meaning, it also leaves room for an exploration of passivity and constraint in the co-constructive process. My aim in this paper is to offer some concrete suggestions on how to think about the role of passivity within a conversational approach to the psychoanalytic process. I argue that psychoanalytic conversation is largely constrained by the unconscious emotional experience of patient and analyst, in which each person finds himself already embedded, and which influences the shape of any co-created interpretation. This idea is illustrated through a close reading of process notes and commentary from an ego psychological case history.