I this chapter I shall restrict myself only to one aspect of Bion’s work – Freud’s influence. Bion, especially early Bion, is regarded generally a Kleinian and there is no doubt that Klein (who was his second analyst) exercised a pervasive influence on him and his work. At the same time we can say that Bion’s work is to a great degree an extensive dialogue with Freud. David Bell goes further when he writes that Bion’s work can be thought of as an ‘English return to Freud’ (Bell 2011). In this he particularly stresses that Bion like Freud ‘makes a distinction between the world as it is and the world as I would like it to be’ (Bell 2011: 84). This stress on the distinction between the reality principle and the pleasure principle remains central throughout Bion’s work and gives a fundamentally classical quality to his work. I shall argue that this classical approach to psychoanalysis, due to Freud’s pervasive influence, permeates Bion’s work while at the same time new radical developments take place. Sometimes defined and referred to by name, at other times Freud’s influence is simply implied. Yet at other times Freudian concepts such as ‘repression’ or ‘the unconscious’ remain but their meaning has changed and is defined by the new theory of the mind that he introduced. Sometimes he is explicit about these changes and sometimes he is not. I shall attempt to examine chronologically Bion’s work from the point of view of Freud’s influence, both stated and unstated, on his work. The Appendix shows all the explicit references to Freud in Bion’s theoretical works. I have not included his lectures, his autobiographical works, or The Memoir of the Future because, valuable and imaginative as they are, do not constitute new theoretical contributions to psychoanalysis. However there are much more references to Freud than those explicitly stated in the text and in the Appendix. It would be an impossible task to examine all of Freud’s references, stated or unstated, and their impact on Bion’s theories. In what follows I try to examine Freud’s influence at the major junctions in the development of Bion’s thought and the transformation of Freudian concepts in the process.