The author first examines the key elements of California's Three Strikes legislation and the events that led to its adoption. Section III then considers a significant and rapid change in penological theory that has taken place in less than a decade. It further examines whether the Three Strikes law can deliver on its promises. Careful review of the claimed benefits of incapacitation suggests that those benefits have been exaggerated. Section IV discusses a number of events that may signal rational reform of the Three Strikes law and proposes legislative reforms that may curb some of the excesses of the penological reform of the past decade. First, increasing time served by violent first-time offenders would be a promising alternative to the Three Strikes law. Second, there should be further research into identification of the most serious multiple offenders; third, California should put in place a program of selective release of older, low-risk inmates. Fourth, California should explore methods of limiting freedom that are less expensive than incarceration; and fifth, California should re- examine rehabilitation programs and implement those that have worked. Finally, the legislature should follow the lead of other States and establish a sentencing commission; reliance on a sentencing commission to propose sentencing reform increases the possibility for rational discourse out of the glare of the media and the pressure of politics. Appended abstract of habitual offender statutes in each of the States and 382 notes