This paper presents a detailed study of two works that arrive at sounds composed through the experience of sounds heard. Frances White's composition Centre Bridge, composed in 1999 for two shakuhachi and tape, is based largely on the sounds of a sonorous metal grate bridge that crosses the Delaware River between New Jersey and Pennsylvania. ASound Map of the Danube, composed by Annea Lockwood in 2005, reflects four years of sound recording along the length of that river's European to Balkan trajectory. Employing a range of diverse technical tools and aesthetic ideas, both works convey, powerfully and dynamically, a sense of deeply invested listening. I approach the discussion of specific compositional processes and musical outcomes in these two works through an investigation of Lockwood's and White's firsthand experiences as both listeners and composers. Centring on the exchange between sensing body and thinking mind, my research here engages with the arc of the creative process as an experience permeated by spaces of perception, reflection, imagination and action.