Mindfulness transforms suffering through changes in what the mind is processing, changes in how the mind is processing it, and changes in the view of what is being processed. The ‘bearing in mind’ aspect of mindfulness is important in understanding these changes, and is discussed in terms of working memory. The Interacting Cognitive Subsystems perspective recognizes two kinds of meaning, one explicit and specific, the other implicit and holistic. We suggest that mindfulness is a configuration of mind in which working memory for holistic implicit meanings plays a central role. It is here that the processing and view of experience are transformed by the creation of new patterns of implicit meaning. This analysis is applied to mindfulness practice, mindfulness as a way of being, the training of instructors and the use of mindfulness with respect to different aspirations.