We address the following questions in this paper: (1) Which set or number existence axioms are needed to prove the theorems of ‘ordinary’ mathematics? (2) How should Frege’s theory of numbers be adapted so that it works in a modal setting, so that the fact that equivalence classes of equinumerous properties vary from world to world won’t give rise to different numbers at different worlds? (3) Can one reconstruct Frege’s theory of numbers in a non-modal setting without mathematical primitives such (...) as “the number of Fs” ( $$\#F$$ ) or mathematical axioms such as Hume’s Principle? Our answer to question (1) is ‘None’. Our answer to question (2) begins by defining ‘x numbers G’ as: x encodes all and only the properties F such that being-actually-F is equinumerous to G with respect to discernible objects. We answer (3) by showing that the mere existence of discernible objects allows one to reconstruct Frege’s derivation of the Dedekind-Peano axioms in a non-modal setting. (shrink)