This paper traces the course of Prior’s struggles with the concepts and phenomena of modality, and the reasoning that led him to his own rather peculiar modal logic Q. I find myself in almost complete agreement with Prior’s intuitions and the arguments that rest upon them. However, I argue that those intuitions do not of themselves lead to Q, but that one must also accept a certain picture of what it is for a proposition to be possible. That picture. though, is not inevitable. Rather, implicit in Prior’s own account is an alternative picture that has already appeared in various guises, most prominently in the work of Adams, Fine, Deutsch, and Almog. I, too, will opt for this alternative, though I will spell it out rather differently than these philosophers. I will then show that, starting with the alternative picture, Prior’s intuitions can lead instead to a much happier and more standard quantified modal logic than Q. The last section of the paper is devoted to the formal development of the logic and its metatheory.