Potentialists think that the concept of set is importantly modal. Using tensed language as an heuristic, the following bare-bones story introduces the idea of a potential hierarchy of sets: 'Always: for any sets that existed, there is a set whose members are exactly those sets; there are no other sets.' Surprisingly, this story already guarantees well-foundedness and persistence. Moreover, if we assume that time is linear, the ensuing modal set theory is almost definitionally equivalent with non-modal set theories; specifically, with Level Theory, as developed in Part 1.What we need to do is to replace the language of time and activity by the more bloodless language of potentiality and actuality.Parsons [1977: 293] Potentialists, such as Charles Parsons, Øystein Linnebo, and James Studd, think that the concept of set is importantly modal. Put thus, potentialism is a broad church; different potentialists will disagree on the precise details of the relevant modality. 1 My aim is shed light on potentialism, in general, using Level Theory, LT, as introduced in Part 1.I start by formulating Potentialist Set Theory, PST. This uses a tensed logic to formalize the bare idea of a 'potential hierarchy of sets'. 2 Though PST is extremely minimal, it packs a surprising punch (see § §1-4).In the vanilla version of PST, we need not assume that time is linear. However, if we make that assumption, then the resulting theory is almost definitionally equivalent to LT, its non-modal counterpart (see § §5-8).