Awareness of change within a visual scene only occurs in the presence of focused attention. When two versions of a complex scene are presented in alternating sequence separated by a blank mask, unattended changes usually remain undetected, although they may be represented implicitly. To test whether awareness of change and focused attention had the same or separable neurophysiological substrates, and to search for the neural substrates of implicit representation of change, we recorded event-related brain potentials (ERPs) during a change blindness task. Relative to active search, focusing attention in the absence of a change enhanced an ERP component over frontal sites around 100–300 msec after stimulus onset, and in posterior sites at the 150–300 msec window. Focusing attention to the location of a change that subjects were aware of replicated those attentional effects, but also produced a unique positive deflection in the 350–600 msec window, broadly distributed with its epicenter in mediocentral areas. The unique topography and time course of this latter modulation, together with its dependence on the aware perception of change, distinguishes this “awareness of change” electrophysiological response from the electrophysiological effects of focused attention. Finally, implicit representation of change elicited a distinct electrophysiological event: Unaware changes triggered a positive deflection at the 240–300 msec window, relative to trials with no change. Overall, the present data suggest that attention, awareness of change, and implicit representation of change may be mediated by separate underlying systems.