One important strand of Sellars’s attack on classical foundationalism from Empiricism and the Philosophy of Mind is his thesis about the priority of is-talk over looks-talk. This thesis has been criticized extensively in recent years, and classical foundationalism has found several contemporary defenders. I revisit Sellars’s thesis and argue that is-talk is epistemically prior to looks-talk in a way that undermines classical foundationalism. The classical foundationalist claims that epistemic foundations are constituted by the agent’s set of looks-judgments. However, I argue (...) that only a subset of these looks-judgments are even candidates to serve as foundations for the agent’s empirical knowledge, and membership in this subset is determined by the agent’s theory of how the world is. Thus, the epistemic force of the looks-judgments in this subset is dependent on the agent’s theory of how the world is. This means that these looks-judgments aren’t foundational at all, as the agent’s theory of how the world is is epistemically is prior to the epistemic status of these looks-judgments. This is the sense in which judgments about how the world is are epistemically prior to judgments about how things look. This conclusion allows concrete elaboration of another of Sellars’s well-know claims: “I do wish to insist that the metaphor of ‘foundation’ is misleading in that it keeps us from seeing that if there is a logical dimension in which other empirical propositions rest on observation reports, there is another logical dimension in which the latter rest on the former”. (shrink)