The increasing application of Cognitive Therapy to the more enduring forms of psychopathology represented by the DSM-IV Axis II Disorders' has led to the piecemeal development of the discipline, and the incorporation of approaches from other therapeutic modalities, and from wider sources, such as Buddhist meditation. The present paper proposed the development of the Cognitive rationale, using as a foundation the research-based insights provided by Teasdale's Interacting Cognitive Subsystem' model . By emphasizing the close relationship between the emotional (implicational) subsystem and states of bodily arousal, this restores aversive arousal states to a central place in the understanding of psychopathology, and clinical practice. The role of threatening information about the self received through early relationships in leading to chronic aversive arousal states, whether high arousal as in anxiety, or low, as in depression, in Axis II disorders, is considered. The implications of the tension between this aversive information and the basic human endeavour of constructing the self are discussed, and a clinical example is used to illustrate the therapeutic approaches suggested by this perspective.