Abstract: Is smell a 'primitive' sense used primarily to guide biologically basic behaviors or might it be the sensory modality that allows some species to express complex learning and other forms of cognitive behavior? Historically, the olfactory system has been considered primitive and it is not surprising that, until recently, cognitive neuroscientists have ignored odor-guided behavior. However, we now know that the olfactory system has projections to the prefrontal cortex, entorhinal cortex and hippocampus, and that these connections support the acquisition of simple and higher-order instrumental tasks, as well as a robust memory for odors. It appears that animals with a well-developed sense of smell have the neural machinery to think with their noses.