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As a central part of their role in working with mentally disordered offenders in secure settings, frontline workers such as mental health nurses are expected, on behalf of us all, to keep watch over their patients. They must observe and assess their movements, their progress and regress, while themselves being subject to scrutiny, inspection, and surveillance from the wider system of care. The fact of the patients' involuntary status means that they are both dependent upon and under threat from the treatment they receive from their watchers. They too are ever vigilant and always on watch for potential threats arising from the enforced proximity with their watchers in the ward, as well as from the wider judicial review systems. Disastrously the hostile dependency that is at the heart of these reciprocal roles is, from time to time, enacted in more overt violence, resulting in significant numbers of injuries, affronts, and offences on both sides. There is nowhere for either group to hide to escape the scrutiny of the other. With reference to Jeremy Bentham's Panopticon (Bentham ([1787] 1995) and Michel Foucault's (1975) exploration of Bentham's ideas, our aim is to present a systems-psychodynamic exploration of the ways in which the potentially corrosive effects of these dangerous liaisons are played out between these would-be watchers and their hyper-vigilant charges. We also discuss the ever-present dynamics of shame and shaming: the illicit libidinal excitements that become invested in ‘the gaze’ and in the reciprocal roles of voyeur and exhibitionist as they pass between the watcher(s) and the watched in this perverse panopticon.