Despite appearances, Agamben’s engagement with Foucault in Homo Sacer: Sovereign Power and Bare Life is not an extension of Foucault’s analysis of biopolitics but ra-ther a disciplining of Foucault for failing to take Nazism seriously. This moralizing rebuke is the result of methodological divergences between the two thinkers that, I argue, have fun-damental political consequences. Re-reading Foucault’s most explicitly political work of the mid-1970s, I show that Foucault’s commitment to genealogy is aligned with his commitment to “insurrection”—not simply archival or historical, but practical and political insurrection—even as his non-moralizing understanding of critique makes space for the resistances he hopes to proliferate. By contrast, Agamben’s resurrection of sovereignty turns on a moraliz-ing Holocaust exceptionalism that anoints both sovereignty and the state with inevitably totalitarian powers. Thus, while both Agamben and Foucault take positions “against” totali-tarianism, their very different understandings of this term and method of investigating it unwittingly render Agamben complicit with the totalitarianism he otherwise seeks to reject.