Talk of potentials is frequent, if not ubiquitous, in the philosophy of mind, explicitly and implicitly. A central theme here is the "potentiality thesis", the idea that "the mind is nothing but potential": What distinguishes a mind from a system which is not a mind is just its potential; to have certain potentials is to have (or to be) a mind. Potentials, in the end, come down to dispositions. Faculties are sub-systems of minds that bestow certain dispositions. But the potentiality thesis is problematic, for at least three important reasons. First, normativity as a mark of the mental cannot be captured merely by dispositions. Second, content externalism is not compatible with the potentiality thesis. And third, phenomenal consciousness is "manifest" in a sense which requires something like Russellian acquaintance, and acquaintance is a relation which cannot be reduced to dispositions.