The authors note that Freud's clinical struggle with the sadomasochism of his patients led directly to his theory of the superego, which in turn affected his ideas on sadomasochism. The authors use their dual-track model of two systems of self-regulation—the “closed,” sadomasochistic, omnipotent system and the “open,” competent, loving, rality-attuned system—to trace the origins, development, and functions of the “closed” and “open” superego. They suggest that the application of this model will help restore the importance of the superego in psychoanalytic theory and technique, and they provide clinical illustrations from the analysis of an older adult.