In this commentary I criticize David Rosenthal’s higher order thought theory of consciousness . This is one of the best articulated philosophical accounts of consciousness available. The theory is, roughly, that a mental state is conscious in virtue of there being another mental state, namely, a thought to the effect that one is in the first state. I argue that this account is open to the objection that it makes “HOT-zombies” possible, i.e., creatures that token higher order mental states, but not the states that the higher order states are about. I discuss why none of the ways to accommodate this problem within HOT leads to viable positions.