Abstract I argue that Demetriou and Raftopoulos have presented a complex and thought-provoking model of cognitive developmental change, but one that is based on a false and misleading assumption about the nature of representation. This assumption—roughly, that representation is encoding—cannot work and has induced serious problems in the model. An alternative model of representation is outlined, in part for contrast and in part to demonstrate that the aporia of encodingist assumptions can be avoided. The encodingist assumption about representation, however, is one that Demetriou and Raftopoulos share with the majority of psychologists, developmentalists included, so the stakes here are not limited to this model alone.