This paper explores how totalitarianism can develop and become a stable structure both as a state of mind and as a political system. Using Shakespeare's Macbeth as an example the author draws attention to the universal nature of the temptations that power brings with it and which can lead to totalitarian domination. Aspects of Macbeth's mental life are compared with dictators such as Hitler and Stalin. A clinical example is then given which further illustrates and explores the phenomenon of totalitarian ways of thinking as encountered in the consulting room showing how individuals can assert their power through the use of omnipotent destructiveness. This type of destructiveness is more effective when the patient is freed from guilt and the mental mechanisms of psychic retreats are used to maintain their totalitarian systems.