The perception of 2nd-order, texture-contrast-defined motion was studied for apparent-motion stimuli composed of a pair of spatially displaced, simultaneously visible checkerboards. It was found that background-relative, counter-changing contrast provided the informational basis for the perception of 2nd-order apparent motion; motion began where contrast changed toward the contrast value of the background checkerboard and ended where contrast changed away from the background value. The perceived apparent motion was not attributable to either postrectification motion-energy analysis or salience-mapping/feature-tracking mechanisms. Parallel results for 1st-order, luminance-defined motion (H. S. Hock, L. A. Gilroy, & G. Harnett, 2002) suggest that counter-changing activation provides a common basis for the perception of both luminance- and texture-contrast-defined apparent motion.