Congress’s broad Spending Clause powers have the potential to circumvent federalism-based limitations on its other enumerated powers by requiring state complicity in federal schemes. When these schemes encroach on individual rights, the states’ ability to fulfill their federalist mandate to act as a check on the national government is limited. In this Note Brett Proctor uses the example of the Religious Liberty Protection Act of 1999, which would rely on the spending power to rehabilitate the Religious Freedom Restoration Act of 1993, to illustrate this danger. Proctor argues that the Supreme Court should prohibit indirect federal encroachments on rights and liberties, but that current spending power doctrine is unable to restrict some of these encroachments in light of judicial deference–deference based on countermajoritarian concerns–to legislative interpretations of the Constitution. Proctor suggests that the countermajoritarian difficulty dissipates in the context of conditional grants to states. He thus proposes a new, supplemental test that would deny Congress the power to compel state behavior via a conditional grant where such state behavior conflicts with an equality- or liberty-bearing provision of the Constitution, even if the state constitutionally could behave as Congress demands were it acting fully of its own volition.