Dispositions (powers, potentialities) have become popular in metaphysics in recent years, and some of their proponents are advertising them as the best metaphysical grounds for modality. This project has a logical as well as an ontological side: dispositionalists offer modal and counterfactual semantics that make no use of possible worlds. I argue that, as a result of their counterfactual semantics, dispositionalists are in fact committed to entities that play the same theoretical role as possible worlds. Roughly, the claim is that (...) certain counterfactuals (ones that concern 'very large' states) force the dispositionalist to posit world-sized states that play the theoretical role of worlds. As a result, dispositionalists can (and perhaps should) make use of the mainstream framework (Kripke frames and the Lewis–Stalnaker counterfactual semantics) even if they ground all modal facts in dispositions. (shrink)