Policy referendums around the world succeed regularly and on important policy areas. But why do these policies pass by direct democracy and not through the legislature? In this paper, I address this puzzle by focussing on ballot initiative success in the United States. Using a combination of district level voting data, ideological estimates of campaign donors, and a small survey of state legislators, I test why state policy is incongruent with citizens’ preferences and thus why direct democracy succeeds. Taken together, my results suggest that initiatives are used to pass popular policy when the issue has not taken root in the mainstream policy community. Moderate correlations between partisan and initiative voting suggest that initiative issues are not fully captured by the partisan dimension of conflict. Many initiatives, but not all, moderate away from the position of the majority party and towards the minority party. And evidence from campaign finance data suggests successful initiative campaigns attract more ideologically extreme donors than do successful legislative candidates in the same cycle. Finally, I present qualitative survey evidence to show that legislators are aware of the responsiveness gap and their own aversion to passing certain popular policies.