Wilfred Bion's unpublished lectures at the Los Angeles Psychoanalytic Society and Institute in April in 1967 represent a unique opportunity for students either new to or continuing in the study of Bion's unique psychoanalytic vertex. Here one can both read - and hear - Bion's clear exposition of his clinical and theoretical thinking to an audience of primarily Freudian trained American analysts, most of whom were new to his ideas. Thfirst lecture sets out Bion's ideas on 'memory and desire' in a paper that set the benchmark in the origins of contemporary Kleinian clinical technique. Bion discusses the various factors that facilitate optimal listening receptivity in the analyst, for example how one differentiates the 'K' link vis-a-vis 'transformations in O.' In the second lecture, Bion defined projective identification, container/contained and 'beta elements'- and how these ideas serve as an orienting template for the analyst's understanding of 'proto-mental' states of mind, either in psychotic, borderline or neurotic patients. He clarifies these ideas while engaging with the queries of renowned American analysts, such as Ralph Greenson. In ththird lecture, Bion gives extensive case illustrations of primarily borderline and psychotic patients primarily in terms of work that ushered in a new era of understanding of both borderline and narcissistic pathological organizations. In the final lecture, Bion takes up hallucinatory forms of experience and intersperses his more recent thoughts about the mystic and the Establishment, understanding something of the problematic tensions introduced by the London Kleinians who had in recent years questioned Freud's assumptions about the non-analyzability of the so-called 'narcissistic neuroses.'