This chapter explores implicit cognition in relation to the distinction between conceptual and nonconceptual content, familiar from a range of contexts in philosophy of mind, epistemology, and cognitive science. We focus on two very different explanatory contexts where implicit knowledge is standardly invoked. The first is in explaining linguistic competency – a subject’s ability to form and understand an open-ended range of sentences. The second is in the context of characterizing a subject’s body of procedural knowledge, their knowing how to do something or another. Though these cases differ significantly, there are two good reasons to take them to be instances of implicit knowledge. First, in both cases it is meaningful to attribute to the subject some knowledge in the service of explaining certain of the subject’s observed behavioral regularities, judgments, and competencies. This is the epistemic condition. Second, in both cases, the subject is not in a position to articulate the epistemic basis that explains those regularities. This is the inarticulability condition. We argue that such cases of implicit knowledge are more deeply related, in that they involve representations with nonconceptual contents that simultaneously account for both conditions. The involvement of representations with nonconceptual content explains why a purported instance of implicit knowledge counts as knowledge, by virtue of engaging content bearing states. Further, it explains why the subject is not in a position to articulate the contribution that such knowledge makes to one’s own observed behavioral regularities, judgments, and competencies, by virtue of that content being nonconceptual.