Ambitious higher-order theories of consciousness aim to account for conscious states when these are understood in terms of what-it-is-like-ness. This paper considers two arguments concerning this aim, and concludes that ambitious theories fail. The misrepresentation argument against HO theories aims to show that the possibility of radical misrepresentation—there being a HO state about a state the subject is not in—leads to a contradiction. In contrast, the awareness argument aims to bolster HO theories by showing that subjects are aware of all (...) their conscious states. Both arguments hinge on how we understand two related notions which are ubiquitous in discussions of consciousness: those of what-it-is-like-ness and there being something it is like for a subject to be in a mental state. This paper examines how HO theorists must understand the two crucial notions if they are to reject the misrepresentation argument but assert the awareness argument. It shows that HO theorists can and do adopt an understanding—the HO reading—which seems to give them what they want. But adopting the HO reading changes the two arguments. On this reading, the awareness argument tells us nothing about those states there is something it is like to be in, and so offers no support to ambitious HO theories. And to respond to the misrepresentation understood according to the HO reading is to simply ignore the argument presented, and so to give no response at all. As things stand, we should deny that HO theories can account for what-it-is-like-ness. (shrink)