In this paper, I attempt to make links between theoretical concepts derived from the work of Bion (in particular, the ‘ego-destructive superego’, and the function he termed ‘-K’ in thinking disorders) and the nature of the transference relationship that became evident in my clinical work with some adolescents with learning disabilities. I use three clinical examples to illustrate these ideas and suggest that learning can be facilitated for this patient group by addressing difficulties which arise in the therapist's countertransference related to the theoretical concepts cited above.