A model of the mind, utilizing constructs from object relations theory, is developed that bridges the conceptual gap between brain functions, influenced by the chemical milieu interior, and the psychodynamic construction of states of mind. A theory of self-regulation and regulation of the self is derived from the archaic mutual psychophysiological regulation between infant and mother that permits the actualization of a metapsychological structure, the internalized “environmental” mother that interpenetrates with chemically alterable brain physiology. This structure forms the background mental matrix of all experience and is maintained/altered either by meaningful (selfobject) relationships or by chemical agents and/or self initiated behavior, which modify the psychophysiological matrix directly via physiology. Linking this construct with a theory of internal object relations derived from Kernberg, and, a body of research documenting state-dependent learning, a clinically applicable theory of the direct (not symbolic) effect of physical events on the construction of experience is realized.