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In this article I discuss the use of distinctions as a method for reasoning. First I trace the role of distinctions in three different theories: the formal calculus of George Spencer Brown, the constructivist biology of Humberto Maturana and Francisco Varela, and Niklas Luhmann’s theory of social systems. In the second part, play is used as an example to illustrate the concept. In particular, I contrast walking through a series of distinctions with traditional ways of argumentation based on definitions. Finally, I hint at the role of distinctions in a metaphysical sense.