This essay purports to be a “negative” defense of acquaintance foundationalism. It is “negative” in that I do not do much in the way of advancing novel argument for the position, nor do I extend the position very much. Rather, I focus on demonstrating that the position has the resources to overcome objections that have been proposed to it. In particular, I argue that it can overcome the dilemma proposed by Wilfrid Sellars and developed by Laurence BonJour against foundationalism, as well as dilemmas proposed by Jack Lyons and Michael Bergmann targeting internalism. Acquaintance foundationalism is what I will call any theory of justification that is internalist in what may justify us, foundationalist in the structure of justification, and relies on the concept of acquaintance in justifying our basic beliefs. Internalism requires that what justifies us improves the belief from the perspective of the believing subject. Foundationalism states that the justification for all beliefs depends ultimately on basic beliefs. Finally, acquaintance is a relation between a person and other things such that these other things are before the “mind’s eye” of the subject. The general idea behind each of these dilemmas, so I will argue, is to claim that acquaintance foundationalism cannot provide epistemic reasons for basic beliefs, where epistemic reason means something that contributes to justification from the subject’s perspective. Each dilemma will ask whether the alleged justifier has some feature x. However, each dilemma contends that, whether the alleged has the feature x or not, it cannot serve as an epistemic reason. For example, BonJour will ask whether our allegedly basic beliefs are cognitive or not. He argues that if they are cognitive, they need justification (and so cannot be basic), but if they are not cognitive, they cannot provide justification. Thus, no allegedly basic belief can serve as an epistemic reason. I argue that the notion of acquaintance allows us to escape such dilemmas because our states of acquaintance allow us to justify our basic beliefs without requiring justification themselves. I do so by borrowing, in part, Richard Fumerton’s theory of non-inferential justification, plus adding on a few epicycles to allow us to base our basic beliefs on our acquaintances. The first chapter sets up the issues of the dissertation: it gives context to the project, defines acquaintance foundationalism and epistemic reason, and discusses our dilemmas in broad outline. It also summarizes the rest of the essay. I use epistemic reasons in a specialized sense in the dissertation, which necessitates an extended discussion. This is the focus of chapter two. I argue that an epistemic reason is a mental complex that consists of Fumertonian acquaintances. When we have an epistemic reason, we have a mental complex that is related in the appropriate way to a belief. This is just what provides justification for the belief. This chapter explicates this notion. It includes an extended discussion of Richard Fumerton’s theory of non-inferential justification, which I follow in outline but diverge from in detail. This discussion focuses on his notion of acquaintance, and the items with which we may be acquainted. I then move to a discussion of the metaphysics of epistemic reasons, explaining how they consist of these acquaintances. I also discuss the relationship between epistemic reasons and epistemic justification. The third chapter is historical in focus. I examine Sellars’s famous dilemma for foundationalism, and contend that it can be best understood as an attempt to deny the foundationalist epistemic reasons for his beliefs. I also examine Laurence BonJour’s later formulation of the Sellarsian dilemma, and again argue that it is best understood as denying epistemic reasons to foundationalists. I then review the options that an acquaintance foundationalist has to respond to these dilemmas, as these responses will allow us to see where our more recent dilemmas go wrong. Chapter four address Jack Lyons’s dilemma. I consider what Lyons says about his dilemma at some length. I then argue that it is structurally similar to the Sellarsian dilemma, and tries to undermine the internalist’s (including the acquaintance foundationalist’s) ability to offer epistemic reasons for his beliefs. I then argue that Lyons’s dilemma only seems persuasive because he misunderstands what is required for experience to provide us with an epistemic reason. When properly understood, his dilemma fails to tell against the acquaintance foundationalism. I also argue that Lyons’s version of externalism is much more radical than it might initially appear, helping to motivate acquaintance foundationalism. The fifth chapter focuses on Michael Bergmann. I give his dilemma an extended discussion, which I follow up by reframing it in terms of epistemic reasons. I argue that his dilemma, while seemingly persuasive, fails to trouble the acquaintance foundationalism. I argue that we may be strongly aware (a Bergmannian technical notion) of our epistemic reasons without starting a regress, which vitiates his dilemma. I conclude with some short remarks on possibility of skepticism.