Two experiments suggested differential determinants of the activation versus content of counterfactual thinking. Activation refers to whether counterfactuals consciously come to mind and was assessed by thought-listing and response latency measures. Content refers to which antecedent forms the basis of the counterfactual and was assessed using categorical codings of thought-listings. Counterfactual activation was facilitated by negative as opposed to positive outcomes, and this effect was mediated by affective experience. Expectancy violation did not influence counterfactual activation. Normality (whether an outcome was preceded by exceptional versus normal events) had no effect on activation, but it did influence content such that counterfactuals more often mutated exceptional than normal antecedents. These findings are consistent with a functionalist depiction of counterfactual thinking.