In this presentation I develop a novel fictionalist account of how models represent. To this aim I offer a general definition of models as representations, I present a fictionalist account of what models are that draws on Walton’s theory of fiction, I assess current fictionalist accounts of models as representations, and I finally offer an explanation of how models represent in terms of the crucial notions of reference and make-believe. The key idea is that the representation relation between models and the world is a kind of indirect referential relation that is mediated by propositional imagination of the make-believe variety.