Psychoanalysis has long presented ideal listening as an oscillation between Freud's "evenly suspended attention" and a more focused attention. This paper explores modes of listening as they are manifest in the author's clinical experience. Two modes are evident: a receptivity, mostly out of awareness, which becomes shaped and primed toward specific expectations; and a concurrent, more conscious and directed mode of listening through specific filters. The former is described as "listening alertly from a distance" and the latter as "listening for implications."