This paper is an argument to the effect that a certain view about mental representing, together with some very liberal constraints on the brain as a dynamic system, entails that the organism will tend to form adaptive mental representations of its environment. To show this, it will first be argued that although mental representing is a common thing indeed, representationalism, in the most important sense of that term (indirect representationalism), is false. Three different views about pictorial thinking (mental imagery, intuitive (...) representing) are then contrasted, two of which are tied to this brand of representationalism and one of which is not. The latter view, versions of which have sometimes been presented as ”simulation” theories of imagery, is here generalised to cover all kinds of mental representation. Two models of the brain are then presented in which learning of adaptive representations follows from this theory together with certain biologically plausible constraints. (shrink)