Philip Pettit argues that freedom is best defined as non-domination, where domination is understood as subjection to uncontrolled interference. Pettit further argues that government is legitimate when it succeeds in preventing citizens from dominating each other without dominating them in the process, as this allows citizens to enjoy the protection of government without surrendering their freedom. Since Pettit argues that democratic (popular) control over government prevents government from dominating its citizens, Pettit argues that a legitimate, non-dominating state is possible. In this paper I argue that popular control cannot prevent government domination unless one accepts controversial, substantive value judgments about freedom and equality that Pettit claims his theory avoids.