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Learning disorder is co-morbid with attention deficit/hyperactivity disorder, and both are interwoven with neurotic factors (Gilmore, 2000). Deficits in thinking and attention affect a child's adaptation and sense of self. However, the child's sense of self, anxiety, and neurotic defensive structures effects thinking and capacity for attention. Tutoring, school placement, medication, and cognitive behavioral interventions are all helpful in correcting for weakness in cognition and attention. Only a psychotherapeutic relationship with a dynamic perspective can address the neurotic impairment in executive functions of the ego. The interpretive process builds insight into maladaptive personal and social defenses and helps the child grow healthier defenses that more effectively support attention and cognition. Work with transference and countertransference over time fosters internalization of integrative functions. I will give a sequence of vignettes from a single play session consultation with a child who had been treated effectively for cognitive disorders and hyperactivity and whose play demonstrates the presence of neurotic factors that require treatment.