Recent advances in the cognitive sciences suggest that cognition is grounded in our embodied experience. This article supports this claim by analyzing the way we conceptualize our emotions metaphorically in terms of bodily processes. Our emotions are not merely matters of subjective feeling. Rather, emotions have stable conceptual structures that have emerged from our embodied activity through metaphorical projections, structures that are shared in a culture and can be disclosed by empirical inquiry. This article explores the metaphorical structuring of anxiety in terms of our experience of breathing. The correlation in our experience between mental functioning and bodily functioning, which leads to the emergence of metaphorical understanding, is of special concern. The article elaborates on how features of our experience of inhibited breathing map onto our experience of mental disquietude. The analysis draws primarily from Johnson (1987), Lakoff (1987), Lakoff and Johnson (1980), and Reddy (1979) and borrows insight from James and Perls. (Steven Fesmire)