Warren McCulloch held Kenneth Craik’s work in high regard. What was the source of this high regard and did this good opinion mean that Craik’s work had any effect on McCulloch’s own work? In this article I examine aspects of Craik and McCulloch’s backgrounds that help explain McCulloch’s views: the important place of philosophy in their education and some shared philosophical positions, their attraction to work in diverse disciplines, a respect for the science of physiology, an acceptance that mind was a legitimate object of enquiry, the demands and opportunities of military and wartime research, and a shared sense of creating a new approach to inquiries into human abilities. Two aspects of Craik’s theory about the nature of thought were also key: his claim that modelling was central to thought and the fact that those views complemented McCulloch’s own. Finally, McCulloch helped to contribute to Craik’s reputation and in doing so helped to create a founding father for cybernetics to be set alongside the likes of Ashby, Wiener and McCulloch himself.