The braincase and endocranial cavity of a specimen of a nonmammalian eucynodont Chiniquodon is described and illustrated, and a tentative reconstruction of the gross anatomy of the brain offered. Salient features are the well-developed impression for the olfactory lobes, the extreme narrowness of the region available for the telencephalon, and the evidence for a large cerebellum. A two-step theory for the origin of the mammalian brain is proposed. The first step is represented by the nonmammalian cynodont level and consisted of enlargement of the cerebellum and possibly midbrain structures. This stage is associated with the evolution of more sophisticated neuromuscular control of the mandibular and locomotory apparatuses. The second step was the evolution of the mammalian six-layered neocortex, and did not occur until the origin of the mammals themselves. This stage was an integral part of a complex set of allometric changes associated with miniaturization. The origin of the neocortex was correlated with sensitivity to higher frequency sound, and a greater area of olfactory epithelium, both expected to result from miniaturization, and also with the availability of increased space within the cranial cavity expected as the adductor jaw musculature was relatively reduced in mass. Overall, neocortical function was associated with the high energy nocturnal foraging activity generally believed to have appertained in the first mammals, and also sophisticated social communication.