In this paper, I offer an account of the dependence relation between perception of change and the subjective flow of time that is consistent with some extant empirical evidence from priming by unconscious change. This view is inspired by the one offered by William James, but it is articulated in the framework of contemporary functionalist accounts of mental qualities and higher-order theories of consciousness. An additional advantage of this account of the relationship between perception of change and subjective time is that is makes sense of instances where we are not consciously aware of changes but still experience the flow of time.