Abstract
This paper investigates the form a modal realist analysis of possibility and necessity should take. It concludes that according to the best version of modal realism, the notion of a world plays no role in the analysis of modal claims. All contingent claims contain some de re element; the effect of modal operators on these elements is described by a counterpart theory which takes the same form whether the de re reference is to a world or to something else. This fully general counterpart theory can validate orthodox modal logic, including the logic of 'actually'.