This paper links aspects of early experience and developmental processes (especially the Oedipus Complex) to troubled states of mind, both in later life and, at length, in the mental predicament of the very elderly — especially in relation to confusion and dementia. The paper draws on psychoanalytic and observational literature, and also on infantile developmental research to trace the ways in which, capacities more familiar in the care of infants and young children are especially relevant in extreme old age — eg an understanding of containment, reverie, projective identification, splitting and denial, etc. through a series of detailed observations from within a single family, the paper explores the ways in which psychoanalytic knowledge of early ‘childishness’ may contribute very immediately, even technically, both to an understanding of ‘second childishness’ (to draw on As You Like It) and to how to work therapeutically with these enfeebled states of mind.