The still-face procedure, in which mothers maintain a neutral face and are noninteractive with their infants, has been used to study the effects of maternal withdrawal on the mother-infant interaction. In this study, 56 mothers' reactions to their own experience during a still-face procedure were explored using an open-ended interview. The associations between the mothers' reported experience, the infants' behavior during the procedure, and the mothers' behavior during subsequent play were examined. Over half of the mothers reported experiencing discomfort during the session and were more likely to report discomfort if their infants protested their affective absence. Mothers reporting discomfort were significantly more likely to pick up their infants and continue to reflect verbally on their own feelings after the still-face ended. These results are discussed in terms of their clinical implications for understanding the early development of the social dialogue between mother and infant.