The essence of representationalism as a theory concerning phenomenal character of experience is the thesis that there is no phenomenal difference without a difference in representational content. So, the obvious threat to representationalism is a counterexample which shows that there is a phenomenal difference without a difference in representational content. Indeed, in so far as experiences are treated as representations on a par with pictures or letters or even beliefs etc., such counterexamples seem rife. But, in so far as experiences are treated that way, the phenomenal difference in question can't be explained representationalistically nor anti-representationalistically. The aim of this paper is to show why this is so, and then make a proposal about how experiences should be treated ontologically in order to account for the phenomenal difference in question.