In his superb book, The Metaphysics of Representation, Williams sketches biconditional reductive definitions of representational states in non-representational terms. The central idea is an extremely innovative variety of interpretationism about belief and desire. Williams is inspired by David Lewis but departs significantly from him. I am sympathetic to interpretationism for some basic beliefs and desires. However, I will raise three worries for Williams’s version (§2–4). It neglects the role of conscious experience, it makes beliefs and desire too dependent on "hidden facts", and it commits to the unmotivated and problematic claim that mental content is always explanatorily prior to linguistic content. Then, I will suggest a modified vers...