The development of more nuanced understandings of psychoanalytic process is among the primary tasks of contemporary psychoanalytic theorizing. One piece of this complex undertaking involves the examination of moments when the analyst's countertransference position changes. Shifts in the analyst's feelings and thoughts in relation to the patient are complex events in which experiences registered at many levels of organization and via many modes of perception combine to contribute to meaning-making and furthering of the treatment process. The author explores the role of fantasy in giving form and meaning to alterations experienced as a change of attitude or affect, through close examination of one such moment of shift.