This article suggests how brain mechanisms of learning, attention, and volition may give rise to hallucinations during schizophrenia and other mental disorders. The article suggests that normal learning and memory are stabilized through the use of learned top-down expectations. These expectations learn prototypes that are capable of focusing attention upon the combinations of features that comprise conscious perceptual experiences. When top-down expectations are active in a priming situation, they can modulate or sensitize their target cells to respond more effectively to matched bottom-up information. They cannot, however, fully activate these target cells. These matching properties are shown to be essential towards stabilizing the memory of learned representations. The modulatory property of top-down expectations is achieved through a balance between top-down excitation and inhibition. The learned prototype is the excitatory on-center in this top-down network. Phasic volitional signals can shift the balance between excitation and inhibition to favor net excitatory activation. Such a volitionally mediated shift enables top-down expectations, in the absence of supportive bottom-up inputs, to cause conscious experiences of imagery and inner speech and thereby to enable fantasy and planning activities to occur. If these volitional signals become tonically hyperactive during a mental disorder, the top-down expectations can give rise to conscious experiences in the absence of bottom-up inputs and volition. These events are compared with data about hallucinations. The article predicts where these top-down expectations and volitional signals may act in the laminar circuits of visual cortex and, by extension, in other sensory and cognitive neocortical areas, and how the level of abstractness of learned prototypes may covary with the abstractness of hallucinatory content. A similar breakdown of volition may lead to delusions of control in the motor system. (JINS, 2000, 6, 583–592.)