A classically conditioned tail flexionin rats with a white noise as the conditioned stimulus and a tailshock as the unconditioned stimulus is shown to arise as a result of contingent presentation of the two stimuli rather than from sensitization or pseudoconditioning. After achieving an asymptote for conditioned tail flexion, different groups received response-contingent tailshock increment, decrement, or omission. None of these treatments appreciably altered the probability of a conditioned response. Evidence is presented demonstrating that the response was sensitive to changes in the relationship between the stimuli and that the subjects could differentiate the various shock levels. The present data are viewed as inconsistent with the preparatory response hypothesis, which posits that classically conditioned behavior depends upon intrinsic reinforcement of components of the conditioned response syndrome. The possibility is discussed that classically conditioned responses observed in the laboratory are often only part of a larger, perhaps more clearly instrumental, set of behaviors that would occur in the unrestrained animal.