This chapter suggests that Wilfred Bion’s “psychoanalytic theory of thinking” can help us understand the ways in which Measure for Measure is designed around an attack on its characters’ capacity for thought. It gives special consideration to Bion’s emphasis on psychic and bodily frustrations and their relationship to what he calls “disorders of thought”: disturbances, confusions, and difficulties in thinking that resonate with the political and theological tensions central to a play organized around the paradoxical principle of “measure for measure.” Looking at the play’s scenes of especially intense cognitive pressure—Angelo’s “indecent proposal” to Isabella, the Duke’s bed trick, and the trial scene—the chapter suggests ways in which Bion’s formulations offer a unique psychoanalytic foundation for assessing the ideological work of a play that seems intent on robbing its characters of control of their minds.