The book describes three elementary units of action – the reflex, the oscillator, and the servomechanism – and the principles by which they are combined to make complex units. The combining of elementary units to make complex units gives behavior and the neural circuitry underlying behavior a hierarchical structure. Circuits at higher levels govern the operation of lower circuits by selective potentiation and depotentiation: by regulating the potential for operation in lower circuits – raising the potential for some and lowering it for others – a higher unit establishes the overall pattern to be exhibited in the combined operations of the lower units, while leaving it to the lower units to determine the details of the implementation of this pattern. A theory of motivation of the kind long championed by ethologists and physiological psychologists grows out of the notion of the selective potentiation and depotentiation of hierarchically structured units of behavior. The question then becomes how this conception of motivation may be integrated with a conception of a learned representation of the world to yield a theory of how animals produce novel motivated behavioral sequences based on learned representations. The representation of space, which is central to the behavior of organisms at least as lowly as the digger wasp, is a promising domain for the investigation of this question. Another promising area is the representation of skilled movements, such as handwriting. A number of issues in cognitive and developmental psychology are illumined by this theory about the organization of action. Among these are the degrees-of-freedom problem, the role of practice in development and in the learning of skilled action, and the role of mental rotation of spatial representations.