We begin by making two observations on our present. First, many governments in contemporary liberal and welfare states have, during the last 30 years, sought to limit the role of the state in the delivery of what were formerly considered public services. They are concerned to mobilize agents, movements, energies, and cultures outside of the state, and yet they are afraid that their programmatic attempts to do so may stifle these non-state agents. This is evident in the cautious enchantment with “local communities” or civil society across social, cultural, and health policies of advanced welfare states.1 Whether civil society figures as the “partner,”“zone,” or “source” of government, these programs rest on a hope in civil society – a hope that it holds the solutions, innovative forces, or instructive ethics essential for efficient and effective delivery of services that were once the sole province of the welfare state. This movement and rationality gives Michel Foucault's genealogy of what he called “state-phobia” a renewed pertinence. Second, over the same period, an anti-state attitude spread throughout influential strands of social science, which made the state a no-go domain both analytically and normatively. This attitude was discernable among theorists of globalization and governance,2 as well as among those who celebrated the bottom up politics of plurality,3 life-politics,4 or the rise of communities, social movements, and social networks. These strands of thought held that national and welfare states were being displaced by a variety of non-governmental, transnational, or international associations and by cultural movements as the central locus of social and political steering and transformation. They claimed the state had been “hollowed out” and that there is now “governance without government.”5 For them, the state was losing its internal supremacy and external independence – its legal and political sovereignty – as well as its capacity for the effective management of what was previously considered the national economy. What was embraced instead was a newfound plenitude beyond the state and the world of nation-states, a realm of creativity and value-based behavior and discussion, which constitutes civil society on a national, transnational, or even global scale.6 In this double process, civil society, once a key concept of critical social theory, has been rendered instrumental in a way that poses a serious challenge for any analytics that revolve around civil society and the state. Here, we are not concerned with these academic diagnoses and policy approaches, but with those prominent intellectual positions that have sought to call into question and to think beyond the very terrain of state and civil society. In particular, inheritors of Michel Foucault have claimed to have overcome the analytical dead-end of the traditional state/civil society binary. With reference to his “governmentality lectures,”7 certain of his followers famously concluded: “The analytical language structured by the philosophical opposition of state and civil society is unable to comprehend contemporary transformations in modes of exercise of political power.”8 This is at the nub of our problem here. What is at stake in seeking to overcome the state/civil society binary, or indeed, in viewing it as a binary in the first place? Can we escape from the positive valorization of civil society found in more mainstream approaches? Or do attempts to overcome the state/civil society binary effect a dissolution or deconstruction of the state only at the cost of reinventing a sphere external to the state that is provided an analytical and normative privilege? And how is it that contemporary critical thought, which could be expected to hold a favorable stance on the achievements of the social state, end up with a de facto anti-state attitude? We take as our examples two influential approaches that make common reference to the political thought of Michel Foucault: the neo-Marxist writings of Hardt and Negri, and their associates, on Empire and multitude; and the self-described more modest analytics of Nikolas Rose and his colleagues. Our concern here is not to show that contemporary versions of the withering away of the state are empirically mistaken, although we do hold that theoretical anti-statism is, to say the least, overdone and that it finds little warrant in Foucault. Rather, we are concerned with the ways each of these radical positions proposes to dissolve or abandon the theoretical framework of the state and to overcome the state/civil society opposition. In the first section, we refine the problem with reference to Foucault's “governmentality lectures” and the analytical and substantive implications that can be drawn from his approach. We are especially concerned to emphasize what Quentin Skinner calls the “context”9 of Foucault's statements and the particular role the notion of “state-phobia” plays in them. In the sections that follow, we outline the two approaches mentioned above in order to understand the intellectual and political consequences of these contemporary attempts to dissolve the state/civil society binary and to stage something of an unexpected rapprochement between them. We argue that they not only fail to evacuate the state/civil society problematic, but also share surprising and so far little noticed similarities, the key to which lies in the vitalism that undergirds their views on politics.