This chapter serves as the entry point into Rosenberg's development of a Liberal Naturalist theory of consciousness and nature as a whole. Rosenberg argues that physicalism cannot do the job of accounting for p-consciousness, which will motivate the case for constructing a substantial new theory of the world that can readily accommodate it. Physicalism is the view that all the facts of nature are physical facts, or are entailed by the physical facts. Physical facts are facts about those phenomena considered to constitute the fundamental ontology of physics, such as mass, spin, and charge, including the causal powers governing their respective behaviors, such as gravitation and electromagnetism. Physicalism, then, claims that the only fundamental 'building blocks' of the world are those phenomena taken to be fundamental by physics, and that every non-fundamental phenomenon in nature-- be it a chair, an economy, or a subjectively experiencing mind-- can be constructed by the proper configuration of these fundamental, physical building blocks. Rosenberg attacks physicalism directly by arguing that the general kind of facts a physicalist theory has at its disposal are not sufficient to entail the general kind of facts that obtain about phenomenal consciousness. Thus, his argument is inherently different in character from Frank Jackson's Knowledge Argument and David Chalmers' Conceivability Argument, and cannot be dismissed as an argument from failure of imagination. The general form of Rosenberg's antiphysicalist argument is as follows. Rosenberg uses Life as a kind of toy physics whose essential properties we can grasp and analyze cleanly, without carrying any of the conceptual baggage or unwarranted/unnoticed assumptions that might come with our conception of the world's actual physics. He then imports the basic structure of his analysis of Life's toy physics into his analysis of 'actual' physics to come to the same general conclusion about what it can say about p-consciousness. Life is a kind of cellular automaton with its own well-defined 'space,' 'time,' causal properties, and causal rules, which together comprise a sort of 'laws of physics' for a Life world. A pure Life world is defined as a world whose fundamental ontology consists only of those facts stipulated by Life's 'physics.' Pure Life worlds consist only of 'bare differences,' meaning that all of a pure Life world's properties are stipulated to exist in a purely formal, schematic, relational, contentless manner. Bare differences can be understood as differences that are stipulated to exist at the very 'ground level' of a world, rather than differences that arise as a result of some further internal structure or grounding intrinsic content. They are not differences that obtain because of some more basic facts; rather, they are the most basic facts. Rosenberg argues that p-consciousness contains qualitative content that can be epistemically accessed via observation, and that bare difference alone cannot entail facts about such content. He acknowledges that families of qualia (e.g. the set of all colors, the set of all tastes) exhibit various inter- and intra- family difference relations, but argues that these relations are not merely formal or schematic, but rather that they obtain in virtue of the particular properties of the observed qualitative bases. On this view, we might say that qualia are not just schematic/formal relationships, although the manner in which their inherent properties are naturally related to eachother do happen to instantiate such relationships. Thus, in the sense that bare differences are contentless and ungrounded, qualitative differences are contentful and grounded-- they are not bare, but rather they are ontologically 'rich,' derivative on a qualitative, intrinsic basis. According to Rosenberg, we cannot derive such a contentful basis from an entirely contentless schema. It therefore follows that the facts of a pure Life world do not entail facts about p-consciousness. Rosenberg goes on to argue that a pure physics world-- a world whose fundamental ontology consists only of those facts stipulated by physics-- cannot entail facts about p-consciousness, for the same general reason that facts about a pure Life world cannot entail facts about p-consciousness. He argues that the facts of a pure physical world consist entirely of bare differences; they are a stipulated set of relational, formal, schematic facts with no grounding, intrinsic basis. Thus, a pure physics world is saddled with essentially the same problem as a pure Life world: its ontology of bare differences cannot entail the observed qualitative content of p-consciousness. Since physicalism essentially claims that nature is a pure physics world, and since p-consciousness is observed to exist in nature, it therefore follows that physicalism must be false.