Ballot initiatives, where citizens write their own laws, pass every electoral cycle and on important policy areas. But why are these popular policies passed by initiative and not by the legislature? In this paper, I test five alternative explanations for why state policy is incongruent with citizens’ preferences, and thus why direct democracy succeeds, using a combination of district level voting data, ideological estimates of campaign donors, and a small survey of state legislators. I first demonstrate a series of important null effects: legislative inaction does not appear to be due to disproportionality of preferences across legislative districts; nor do successful initiatives appear to be orthogonal to the main dimension of partisan conflict. Instead, I argue that initiatives are used as tools for change, predominantly when policy issues have not taken root in the mainstream policy community. Evidence from campaign finance data suggests successful initiative campaigns attract more ideologically extreme donors than do successful legislative candidates in the same cycle. Qualitative evidence from state legislators suggests legislators are also aware of these dynamics.