The mind theories of Zhuang-Zi and Xun-Zi are strongly investigative in nature and this is especially reflected in their systems of cultivation of the mind and personal transformation. In this paper I use "emptiness," "one," and "stillness" to uncover the similarities and differences of Zhuang-Zi and Xun-Zi’s treatises on mind cultivation and Dao practice. In doing so, I construct a comparative model for the two as well as open a dialogue between them that leads to different interpretations. In the first section I point out how "emptiness" is important in Zhuang-Zi and Xun- Zi's mind theories. Zhuang-Zi uses the concept of "empty mind" to convey the idea of returning to the natural state and further to describe a way to perceive with senses and offer a critique of freedom. On the other hand, Xun-Zi's "empty mind" expresses the idea of opening one's mind and expanding its depth of understanding. Xun-Zi believes this is the precondition for an "unhindered mind" and a quest for the Dao. In the next section I specifically analyzes "one and one," the key concepts of Zhuang-Zi and Xun-Zi's theories of the mind. Zhuang-Zi describes the paradox of one and many and offers a view of two-path change. Xun-Zi emphasizes on a concentrated purpose for act, a clear mind, and an integrative omniscience. In the final section I discuss the concepts of "motion and stillness" in Zhuang-Zi and Xun-Zi's psychological systems with their metaphorical uses of water in their mind theories. Zhuang-Zi's "still water" metaphor portrays its double function of constant combination and unlimited separation. It has the same principle with the concept of the mind unattached to activity or inactivity and with the exchange and flow of qi. On the other hand, Xun- Zi illustrates the clarity, the impartiality, and the all-encompassing and penetrating nature of water. It is to describe the goal of his practice: to train oneself to deal with all possible circumstances and adapt to the rapidly changing nature of the world