This paper sets out a semantics for C.I. Lewis's logic S2 based on the ontology of his 1923 paper ‘Facts, Systems, and the Unity of the World’. In that article, worlds are taken to be maximal consistent systems. A system, moreover, is a collection of facts that is closed under logical entailment and conjunction. In this paper, instead of defining systems in terms of logical entailment, I use certain ideas in Lewis's epistemology and philosophy of logic to define a class (...) of models in which systems are taken to be primitive elements but bear certain relations to one another. I prove soundness and completeness for S2 over this class of models and argue that this semantics makes sense of at least a substantial fragment of Lewis's logical theory. (shrink)