Abstract: This article begins by drawing from an interview with Johnnie Tillmon, a grassroots leader of the National Welfare Rights Organization, to locate welfare reform in the context of cultural anxieties about an eroding racial order and shifting gender roles. It then considers the sorts of state policies and legal entitlements that could resource the care-work that has heretofore been subsidized by low-income women's labor and argues that such innovations are not beyond the reach of a pragmatic postmodernist democracy.