Drawing on developmental, cognitive, and neuroscientific research, as well as on psychoanalytic theory and clinical experience, this paper focuses on implicit/nondeclarative and explicit/declarative domains and the intractability of mental models to provide additional inroads for understanding and effecting change within the psychoanalytic encounter. Inherent in >A Spirit of Inquiry< (Lichtenberg, Lachmann and Fosshage, 2002), foundational to psychoanalysis, are two processes. Analyst and patient striving to explore, understand and communicate create a >spirit< of interaction that contributes to new implicit relational knowledge. >A Spirit of Inquiry< more directly brings explicit/ declarative processing to the foreground in the joint attempt to explore and understand. A spirit of inquiry in the psychoanalytic arena highlights both the autobiographical scenarios of the explicit memory system and the mental models of the implicit memory system as each contributes to a sense of self, other, and self with other. This process facilitates the extrication and suspension of the old models, so that new models based on current relational experience can be gradually integrated into both memory systems for lasting change. Working with both memory systems provides the two fundamental pathways to change.