As poor and working people organized themselves on the job, in the streets, and at the polls during the mid-twentieth century, they forced Republicans to reckon with new demands for political and social citizenship in big cities across the Northeast, Midwest, and Pacific Coast. While rightwing Republicans mobilized to crush those movements, explores how another wing of the party responded to intensifying mass movement pressure. Beginning in the 1930s, Republican governors such as Earl Warren of California, George Romney of Michigan, and Nelson Rockefeller of New York spent the next four decades articulating their own vision of liberalism. These Republican liberals believed that strategically they could not win elections and govern in places where unions, civil rights groups, and other social movements organized voters. What may have begun as an opportunistic strategy soon mutated into an ideological commitment to use state power to realize working people’s demands for a greater say, and stake, in the decisions governing their lives. Republican liberals accepted labor’s right to organize, legislated antidiscrimination laws, and legalized abortion. Yet at the same time, each of those policies proved weaker than the alternatives supported by organized labor or mainline civil rights groups and paled in comparison to what people on strike and on the march really wanted. Kristoffer Smemo shows how this was the contradiction of Republican liberalism as a policy program and as an ideology. The reforms it ushered in at once asked too much from core, conservative Republican constituencies and offered too little to the movements struggling for change. As the movements making Republicans compromise fragmented and collapsed in the late twentieth century, so too did the material foundation for Republican liberalism.