This study examined the effect of low- and high-intensity running on cognitive thoughts (an individual's "inner dialogue") and its relationship to ratings of perceived exertion (RPE). Cognitive thoughts and RPE of eight runners were collected during a 40-min. treadmill run at either a low (50% peak running speed) or a high (70% peak running speed) exercise intensity. Runners were asked to place their thoughts into one of 10 themed categories, which incorporated a broad association/dissociation classification (Schomer, 1986, 1987). At a low intensity and RPE (6-10), runners reported more dissociative thoughts, while at a high intensity and RPE (16-20) they reported more associative thoughts. Further, although the runners may report a particular RPE, the inner dialogue and description of perceived exertion and fatigue may be markedly different. These findings suggest that an athlete's "internal dialogue" is intensity dependent, and may relate to the more urgent need to self-monitor physical changes and sensations during high-intensity running.