Joseph Brodsky (1995a) has referred to poetry as “a great disciplinarian” (p. 100) to prose. I would add that poetry is a great disciplinarian to analytic listening. In this paper I look at the way language is used in the making of poetry in three Frost poems. My interest is not so much in what a poem is “about,” but rather in what a poem is. I discuss the ways effects are created in language and how these effects, taken together, create the unique experience the reader generates (with the poet) in listening to the poem. I leave it entirely to the reader to make what connection he or she will between the experience of listening to poetry and the experience of listening to the language created in an analytic relationship.