We discuss the evolutionary transition from animals with limited experiencing to animals with unlimited experiencing and basic consciousness. This transition was, we suggest, intimately linked with the evolution of associative learning and with flexible reward systems based on, and modifiable by, learning. During associative learning, new pathways relating stimuli and effects are formed within a highly integrated and continuously active nervous system. We argue that the memory traces left by such new stimulus-effect relations form dynamic, flexible, and varied global sensory (...) states, which we call categorizing sensory states . These CSSs acquired a function: they came to act as internal “evaluators” and led to positive and negative reinforcement of new behavior. They are therefore the simplest, distinct, first-person motivational states that an animal can have. They constitute what we call basic consciousness, and are the hallmark of animals that can experience. Since associative learning has been found in many invertebrate taxa that first appeared during the Cambrian era, we propose that the processes underlying basic consciousness are phylogenetically ancient, and that their emergence may have fueled the Cambrian explosion. (shrink)