 Higher-order theories of consciousness try to explain the difference between unconscious and conscious mental states in terms of a relation obtaining between the conscious state in question and a higher-order representation of some sort (either a higher-order perception of that state, or a higher-order thought about it). The most challenging properties to explain are those involved in phenomenal consciousness—the sort of state that has a subjective dimension, that has ‘feel’, or that it is like something to undergo. These properties will form the focus of this article. 