Perception is conventionally used as the model example of consciousness, and its neural correlate is widely assumed to be cortical. In this talk, I will review evidence which calls these assumptions into question. I will argue that the fundamental form of consciousness is affective and that its neurological basis is located mainly in the upper brainstem. The evidence to be presented will also cast serious doubt on the notion that the reticular activating system (which is generally accepted to be a prerequisite for any conscious state) regulates only the level of wakefulness. There is good reason to believe that brainstem arousal is valenced and has phenomenal properties of its own.