Philosophers have been talking about brain states for almost 50 years and as of yet no one has articulated a theoretical account of what one is. In fact this issue has received almost no attention and cognitive scientists still use meaningless phrases like 'C-fiber firing' and 'neuronal activity' when theorizing about the relation of the mind to the brain. To date when theorists do discuss brain states they usually do so in the context of making some other argument with the result being that any discussion of what brain states are has a distinct en passant flavor. In light of this it is a goal of mine to make brain states the center of attention by providing some general discussion of them. I briefly look at the argument of Bechtel and Mundale, as I think that they expose a common misconception philosophers had about brain states early on. I then turn to briefly examining Polger's argument, as I think he offers an intuitive account of what we expect brain states to be as well as a convincing argument against a common candidate for knowledge about brain states that is currently “on the scene.” I then introduce a distinction between brain states and states of the brain: Particular brain states occur against background states of the brain. I argue that brain states are patterns of synchronous neural firing, which reflects the electrical face of the brain; states of the brain are the gating and modulating of neural activity and reflect the chemical face of the brain.