Traditional marks of the mental invoke intentionality or consciousness, or some combination or disjunction of these. Intentionality-based views suggest that mental states could exist without qualitative character. And consciousness-based views wrongly cast mental states as mere determinates of consciousness. I propose a view on which content is the prime mental notion, understood as a 'hylomorphic' compound of cognitive-intentional form and qualitative matter, and argue that mentality understood as such can exist unconsciously. This view, I suggest, makes better sense of the range, as well as the unity, of our mental states, while doing justice to the role of unconscious mentation. I end by trying to fit consciousness itself into this framework, as a contributor to mental content in its own right.