Abstract: Barry Stroud suggests that when we want to explain a certain kind of knowledge philosophically we feel we must explain it on the basis of another, prior kind of knowledge that does not imply or presuppose any of the knowledge we are trying to explain. If we accept this epistemic priority requirement (EPR) we find that we cannot explain our knowledge of the world in a way that satisfies it. If we reject EPR then we will be failing to make all of our knowledge of the world intelligible all at once. I respond to this dilemma by questioning EPR and arguing that it is, in any case, a requirement that is satisfied by explanations of our knowledge in terms of non-epistemic seeing. Since non-epistemic seeing is not a form of knowing, such explanations show how knowledge of the world can come to be out of something that is not knowledge of the world.