This paper considers the work of Marion Milner (1900-1990) on art and psychoanalysis, with an eye to her claims for paying attention. It will suggest some ways in which Milner’s work responds to and develops psychoanalytic ideas about how people come to gain a sense of ‘reality’ – in Milner’s terms, a life that feels vivid and expansive – and it will trace her own criteria for a relationship to the world that is more or less ‘real’. Finally, the paper will link Milner’s criteria to particular modes of attention as they are described and evoked by some writers in nineteenth-century literary tradition – including Charles Lamb, John Ruskin and George Eliot .