We describe an efficient learning procedure for multilayer generative models that combine the best aspects of Markov random fields and deep, directed belief nets. The generative models can be learned one layer at a time and when learning is complete they have a very fast inference procedure for computing a good approximation to the posterior distribution in all of the hidden layers. Each hidden layer has its own MRF whose energy function is modulated by the top-down directed connections from the layer above. To generate from the model, each layer in turn must settle to equilibrium given its top-down input. We show that this type of model is good at capturing the statistics of patches of natural images.