Higher-order theories account for intransitive consciousness by using the transitive notion ‘awareness-of.’ I argue that this notion implies a form of ‘seeming’ that the higher-order approach requires, yet cannot account for. I show that, if the relevant kind of seeming is declared to be present in all representational states, the seeming in question is objectionably trivialized; while using the higher-order strategy to capture not only intransitive consciousness but also the relevant kind of seeming results in an infinite regress. Finally, highlighting (...) distinctive features of representations that explain why they display seeming amounts to abandoning the higher-order approach altogether. (shrink)