This article explores the arguments concerning the propriety of the district court's role in Microsoft and proposes a new and more appropriate role for courts confronted with similar problems. Part II reviews the history of abuse in antitrust consent decrees that prompted Congress to enact the Tunney Act and discusses the Act's provisions for judicial review of such decrees. Part III discusses the cases construing the scope of judicial review under the Act and the courts' role in approving proposed decrees, focusing especially on the breakup of the AT&T monopoly. Part IV analyzes the Microsoft case in detail and argues that while Judge Sporkin clearly exceeded the proper scope of judicial review, the court of appeals has formulated an excessively narrow standard of judicial review. Part V addresses the broader policy questions presented by cases like Microsoft, such as whether the Tunney Act procedure is working well in achieving its goals and what the proper scope of judicial review should be. The article argues that judicial review should be flexible, based upon factors such as the extent to which the decree achieves the relief sought in the complaint, the size of the defendant and complexity of the case, history of abuse, the extent of litigation prior to settlement, evidence of undue political influence, and the impact of the decree on third parties, the economy, and the public at large.