To understand what non-propositional content is and whether there are any such contents, we first need to know what propositional content is. That issue will be the focus of the first section of this essay. In the second section, with an understanding of propositional content in hand, we will consider representations that fail to have propositional content. In contrast to recent literature, it will be argued that metaphysical considerations concerning what’s represented, rather than linguistic considerations, are a more promising way of establishing non-propositional contents. To keep the discussion containable, focus will be on representational mental states, though many of the considerations can be extended to other forms of representation.