Judith Butler formulates her queer theory with Foucaultian materiality of body. Foucault illustrates how body cannot be repressed on the symbolic level, through his argument of the interdependence of power and knowledge which produces sexuality. According to Foucault, body is the material inscribed by historical and social needs. Butler focuses on the process of that inscription and emphasizes the displacement of power and discourse: body is not neutral but political. Body`s inscription of power provides her with a new with a new assumption that heterosexuality is neither natural nor absolute, but arbitrary and temporal: body is nothing but a production of history. Through the politicizing of the body Butler raises a question over all kinds of absolutism about sex, gender, race and class. In rearticulating Foucault into queer theory, Butler consistently criticizes psychoanalysis. Particularly, she condemns Freud`s incest taboo and Lacan`s pre-social imaginary, which, according to her, establish and confirm the social discriminations over sex, race, and class. However Butler`s complaint about the lack of political aspect in psychoanalysis reveals her confusions and sometimes misunderstandings of psychoanalysis. The purpose of this paper is to show in what ways she misunderstands psychoanalysis, and how she distorts it in the process of unfolding her queer theory. First, I will explore the materiality of body in Foucault and Butler, and Butler`s queer theory inspired by Foucault. Finally I will point out Butler`s conceptions and misconceptions of psychoanalysis, which are originated from her structuralistic view of Lacanian registers and her underestimation of revolutionary elements in Lacanian death drive.