The first part of this chapter argues that many forms of attention and attention-entailing mental episodes, such as looking at something, watching something, listening to something, or tactually feeling something, are paradigmatic examples of non-propositional intentional episodes. In addition, attention cannot be reduced to any other (propositional or non-propositional) mental episodes. But is attention a non-propositional attitude? The second part of the chapter argues that it is not. In order to account for attention and its apparently non-propositional character we should reject a certain atomistic model of our mental life and move towards a more holistic conception. I question the assumption that a subject’s mental life should be thought of as a causally connected collection of mental attitudes. This “building-block” model of the mind does not fit the case of attention. Instead, a subject’s mental life can be partitioned along many, equally appropriate dimensions. In a slogan: mentality has priority structure, in addition to attitudinal structure.