This paper addresses a specific aspect of pathological mental functioning in so-called borderline patients. Analytic work with a borderline man is presented to show that an inhibition of, and defences against, the contemplation of one's own and others' mental states may be a hallmark of the resistance encountered in a number of such patients. It is claimed that the analysis of transference and countertransference is a crucial therapeutic factor in tackling this source of resistance. In doing this, the paper draws upon a topical notion from philosophy of mind and recent ideas from child development studies which help to clarify psychoanalytic ideas concerning the nature of the pathology of internal object relations underlying feelings of emptiness and social alienation in borderline functioning.