This paper is concerned with the wholly metaphysical question of whether necessity and possibility rest on nonmodal foundations—whether the truth conditions for modal statements are, in the final analysis, nonmodal. It is argued that Lewis’s modal realism is either arbitrary and stipulative or else it is circular. Even if there were Lewisean possible worlds, they could not provide the grounds for modality. D. M. Armstrong’s combinatorial approach to possibility suffers from similar defects. Since more traditional reductions to cognitive or linguistic (...) facts suffer similar fates, the conclusion that the alethic modality is primitive and incapable of reduction is offered. (shrink)