As a power analyzing text, “Discipline and punish” is Foucault’s observation to power mechanism in modern society. The paper intends “to observing Foucault’s observing to power mechanism”, with the purpose trying to interpretive the ideological inter-relations about Foucault. Just as Luhmanns’ “second-order observing” means to observing the observation, therefore, reading “Discipline and punish”, the article proceeding a second-order observing, in order to find Foucault’s ideological orbit. Firstly, the article proceeding a skeleton outline about “Discipline and punish”, and to sketch Foucault’s ideological system in this book. Secondly, dressing the viewpoints of power analyzing, with orienting to power-technique interesting, and to perceive reciprocal effect between power and knowledge. Thirdly, retracing the origins of Foucault’s research of power in this book, and means to observing Foucault’ s observation to power. Finally, as a conclusion, commenting the horizons in Foucault’s “Power Genealogies”.