Can consciousness be explained as the acquisition of higher-order thoughts about lower-order mental states? Higher-order thought theories of consciousness (HOT theories, for short) assert that one is conscious of a mental state, a, when one is in the higher-order state of believing that one is in the state a. The most carefully worked out version of a HOT theory can be found in David Rosenthal's 'Two Concepts of Consciousness' [5] and subsequent papers.1 The reader can probably think of several lines of objection that could be deployed against HOT theories, but recently Fred Dretske [3] has proposed a novel challenge. Dretske's objections fundamentally depend upon a distinction between an experience's being conscious and someone's being conscious of that experience, and the claim that the former does not imply the latter. If Dretske is right about this we have not only a powerful challenge to HOT theories of consciousness, but also a substantial, and I would say, very surprising extension of our knowledge about consciousness. However, I will try to show that Dretske's objections cannot be sustained, revealing on the way some subtle strengths of HOT theories of consciousness. Dretske follows Rosenthal's use of some key concepts in setting forth his objections. Some states of mind are conscious and some are not: state consciousness is the sort of consciousness which conscious states enjoy. Conscious states are always (we think) states of some creature which is conscious: creature consciousness marks the difference between the conscious and the unor non-conscious denizens of the universe. Creature consciousness comes in two flavours: transitive and intransitive. Transitive creature consciousness is a creature's consciousness of something or other; intransitive creature consciousness is just the creature's being conscious. Dretske allows that transitive creature consciousness implies the intransitive form, or