In Psychophysical actor training, the trainee is brought into an intense and articulated encounter with the detail of her own embodiment, and thus with her habitual use of her psychophysical mechanisms. This paper outlines the ways in which psychophysical training entails deep and sometimes challenging systemic changes which may be experienced by the trainee as confrontations to cognitive paradigms, or interactions with behavioural patterns or habitual movement protocols. Using the work of F.M. Alexander, meditation, and Yuasa's theory of cultivation as my main sources, I develop a detailed psychophysical model and a framework for conceptualising the inner training process. I also suggest some principles with which a trainee might guide and support a process of change.