It is our contention that an ontological commitment to propositions faces a number of problems; so many, in fact, that an attitude of realism towards propositions—understood the usual “platonistic” way, as a kind of mind- and language-independent abstract entity—is ultimately untenable. The particular worries about propositions that marshal parallel problems that Paul Benacerraf has raised for mathematical platonists. At the same time, the utility of “proposition-talk”—indeed, the apparent linguistic commitment evident in our use of 'that'-clauses (in offering explanations and making (...) predictions)—is also in need of explanation. We account for this with a fictionalist analysis of our use of 'that'-clauses. Our account avoids certain problems that arise for the usual error-theoretic versions of fictionalism because we apply the notion of semantic pretense to develop an alternative, pretense-involving, non-error-theoretic, fictionalist account of proposition-talk. (shrink)