Using Michel Foucault's insights into the operations of power this article assesses the theoretical strengths of Robert Dahl's procedural democracy. It assumes a 'perfect' procedural democracy that functions according to the ideal standards, or five criteria, that Dahl introduces. Insofar as this imaginary democracy is 'perfect' it will, according to Dahl, ensure a variety of goods such as equality and freedom. Theoretically speaking the controlling mechanisms that Foucault describes will not be able to function within Dahl's model, since they tend to annihilate the goods that it is meant to secure. The article reveals two central difficulties with Dahl's account. First it shows that a range of controlling mechanisms that suppress freedom and engender inequality could legitimately function within a 'perfect' democracy. Second, it argues that within this democracy, human traits inconsistent with the values considered essential by Dahl can still be generated. On a deeper level, the article concludes that a 'perfect' procedural democracy is untenable because procedures can never be divorced from power relations.