The unique conditions and characteristics of listening in psychoanalysis are introduced in relation to an effort to define how psychoanalysis proceeds “beyond psychotherapy.” Using an example from Freud's self-analysis, the author explores the tenet that every psychoanalytic session is to be treated like a dream. Freud's prescriptions for the method of listening psychoanalytically are critically discussed and the idea of “listening-to-listen” is introduced, as contrasted with listening in order to hear, listening-to-understand or in order to interpret. It is argued that free-associative listening is distinctive as a processive momentum that deconstructively interrogates the practitioner's own mechanisms of suppression and repression. This process fosters an awareness of that which is otherwise than representation, that which cannot be captured within the purview of reflective consciousness. In this sense, healing is not only transformative, but also transmutative, and the psychoanalyst is one for whom nothing is alien and everything is strange.