There comes a point for some patients in psychoanalytic therapy when they experience the treatment as a threat. Often this occurs early on when the vulnerability so necessary to the process feels dangerous to them. Rather than risk a relationship with the analyst, they demur, disengage, and assume a “resistant” stance. The analyst may be disoriented, frustrated, and perhaps even despairing. A protracted impasse may result. This article explores this form of cotransference that is characterized by the interaction of the patient’s and the analyst’s fears of failure and longings for success. With the aid of a dramatic case illustration, the authors show how these reciprocally interacting needs and dreads contribute to the development of treatment impasses as well as opportunities for effective interpretation and therapeutic change.