This article analyzes the passage of an unprecedented state law, promising every resident access to affordable health insurance. The Massachusetts Health Security Act of 1988 was the product of a set of political and financial pressures that had been developing for nearly a decade. Hospital, insurance, and business interests were unable to reach a new accommodation on hospital payment. This logjam created the opportunity for a policy breakthrough, but did not inherently lend itself to progressive reform. It was consumer activism that forced the traditional powers in health policy to address the interests of the uninsured. By imposing a more public-interest agenda on the process, consumers were able to change the configuration of the stalemate, but could not resolve it. The particular terms of the stalemate, however, made possible a new, more aggressive role for state government in health policy. Unable to satisfy their competing interests within a policy framework that had universal access as a goal, traditionally powerful interest groups found themselves increasingly dependent on the state to broker a new agreement. While the many concessions made to these groups are likely to prove to be the bill's undoing, the unraveling of the agreement will not end the story. The same pressures which led to passage of the Massachusetts law and which are now causing other states to act will continue to exert their effect until a more durable solution is found.