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Many borderline and psychotic patients produce conscious incestuous or homosexual fantasies which not only mask more deep-lying and threatening fantasies, but also many vital childhood experiences. One fantasy denies another; it is characteristic of such patients that structural conflicts are replaced by instinctual ones. Such patients have vivid, circumscribed, and undistorted memories of childhood which cover up frightening and disappointing experiences. The author graphically illustrates by a case history the denial of anxiety and guilt. She then discusses ontogenetic, topologic, and structural aspects, and the adaptive function of denial, comparing and contrasting denial and repression, stating that denial is ontogenetically older and a forerunner of repression. Denial acts fundamentally against any perception—be it external or of an idea or affect, whereas repression opposes the instinctual drive per se. Denial acts against signal anxiety once it has developed, and against the drive's ideational representation; therefore, it can do no more than prevent preconscious ideas from attaining consciousness. Structurally denial works only within the realm of the