In this paper I intend to discuss the question in philosophy of mind called “Prior's Puzzle” within a hylomorphic, that is, a broadly Aristotelian-Thomistic, context. After laying the groundwork explaining hylomorphism in natural philosophy and basic psychology in Part I, I will examine Prior's puzzle about nonexistent mental objects in Part II. The connection between these two issues will become clear as the paper progresses, but the fundamental principle that will guide my presentation is that of intentionality, or “directedness.”