Bion moved psychoanalytic theory from Freud's theory of dream-work to a concept of dreaming in which dreaming is the central aspect of all emotional functioning. In this paper, I first review historical, theoretical, and clinical aspects of dreaming as seen by Freud and Bion. I then propose two interconnected ideas that I believe reflect Bion’s split from Freud regarding the understanding of dreaming. Bion believed that all dreams are psychological works in progress and at one point suggested that all dreams contain elements that are akin to visual hallucinations. I explore and elaborate Bion’s ideas that all dreams contain aspects of emotional experience that are too disturbing to be dreamt, and that, in analysis, the patient brings a dream with the hope of receiving the analyst’s help in completing the unconscious work that was entirely or partially too disturbing for the patient to dream on his own. Freud views dreams as mental phenomena with which to understand how the mind functions, but believes that dreams are solely the ‘guardians of sleep,’ and not, in themselves, vehicles for unconscious psychological work and growth until they are interpreted by the analyst. Bion extends Freud's ideas, but also departs from Freud and re-conceives of dreaming as synonymous with unconscious emotional thinking – a process that continues both while we are awake and while we are asleep. From another somewhat puzzling perspective, he views dreams solely as manifestations of what the dreamer is unable to think.