Through a close reading of two of Searles's papers, the author explores not only what Searles thinks, but the way he thinks and how he works with patients. Searles makes use of a form of emotional responsiveness to the transference-countertransference that entails a seamless continuity of conscious and unconscious receptivity and thought. His unflinchingly honest descriptions of what is occurring in the transference-countertransference seem, as if of their own accord, to generate original clinical theory, for example, a reconceptualization of what is entailed in the successful analysis of the Oedipus complex. He demonstrates his own distinctive form of analytic thinking and interpreting, which the author describes as 'turning experience inside out'. Searles, in clinical example after clinical example, transforms what had been the invisible, unnameable emotional context of the patient's experience into verbally symbolized psychological content that is thinkable and speakable. In the final section of the paper, the author discusses an important (and unexpected) complementarity of the work of Searles and Bion. Searles's work provides clinical shape and vitality for Bion's often abstract theoretical constructions, such as the concept of the container-contained, the human need for truth, and the relationship of conscious and unconscious experience. At the same time, Bion's work provides a broader theoretical context for Searles's work.