Many philosophers, following David Lewis, believe that we should look to counterpart theory, not quantified modal logic, as a means of understanding modal discourse. We argue that this is a mistake. Significant parts of modal discourse involve either implicit or explicit reference to what is actually the case, raising the question of how talk about actuality is to be represented counterpart-theoretically. By considering possible modifications of Lewis's counterpart theory, including actual modifications due to Graeme Forbes and Murali Ramachandran, we argue that no coherent version of counterpart theory can provide a plausible representation of talk about actuality, and so, we conclude, counterpart theory should be rejected.