Elliott Carter once extolled the visceral, primitive effect of Penderecki’s Threnody on untrained listeners. In this article, I examine how a formalized analytical approach to the central section of the piece contributes positively to a phenomenological experience of the whole piece. Part 1 presents an ear-training progression aimed at bringing to attention some important structural relationships between pitched elements of the passage, including pitch-space transformations that act on chordal-density compressions. Part 2 initially questions the relevance of transformational analysis––construed as an enactment of a particular kind of understanding––to the experience of Threnody, ultimately favoring a transformational hearing of the work. The conclusion points out how a rationalized ear-training allows a listener to chart an auditory course through the passage and how the resulting experience can illuminate a new way of conceptualizing Penderecki’s intricate sonic materials.