What is it to base a belief on reasons? Existing attempts to give an account of the basing relation encounter a dilemma: either one appeals to some kind of neutral process that does not adequately reflect the way basing is a content-sensitive first-personal activity, or one appeals to linking or bridge principles that over-intellectualize and threaten regress. We explain why this dilemma arises, and diagnose the commitments that are key obstacles to providing a satisfactory account. We explain why they should be rejected anyway, and then offer a new, knowledge-first virtue epistemological theory of the basing relation that shows how we can substantially theorize about mental processes without these commitments. The resulting view plausibly captures the way in which basing is an inherently mental and content-sensitive process.