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This article illustrates the psychotherapeutic treatment of a 2-month-old male experiencing separation distress and problems in his regulatory system that were influencing the relationship with his mother. The baby was the product of a pregnancy complicated by maternal mental illness, homelessness, alcohol and drug exposure, lack of prenatal care, and a complicated delivery that required a 12-day hospital stay in the Neonatal Intensive Care Unit. The mother-infant psychotherapy was carried out over a two-year period and demonstrates the sensitive care needed when working with an overaroused and fearful baby and the critical ways that holding the mother in mind allows her in turn to hold her baby in mind. In this situation, the therapist provided an emotionally attuned interpersonal therapeutic relationship and created features of safety in the environment that helped develop new models of trust. We report here on an innovative program that provides health, mental health, onsite childcare, parenting education, and in-patient substance abuse services to mothers who are pregnant and/or parenting infants in the first three years of life. The specific purpose of the article is to discuss the mother-infant therapeutic treatment of a constitutionally challenged baby who was over aroused and fearful, and that we consider serves as an example for showing the favorable ways that holding the mother in mind free her to be emotionally available to the infant.