Congressional authority to override the immunity of States from suits filed by ordinary citizens is a highly controversial issue in Constitutional law. The U.S. Supreme Court repeatedly has said that federal courts cannot force a State to pay monetary damages to private plaintiffs, even when a State has badly injured someone. While the Court has recognized that Section 5 of the Fourteenth Amendment allows Congress to override State sovereign immunity, the Court has read Section 5 narrowly. This article develops other ways by which Congress can limit State sovereign immunity. Using decisions written by the late Chief Justice Rehnquist and by Justice Scalia, it shows that even the Court’s conservatives have recognized that Congress may use its Spending Power to work around the Court’s rules, and it argues that Congress has similar authority under its Commerce, Intellectual Property, and Bankruptcy Clauses. In essence, the article argues that when Congress confers a benefit on a State, such as a grant for funds to build a highway, the benefit of copyright protection for a State university’s sports logo, or a grant of regulatory authority, Congress may require States who accept such benefits to waive their immunity to suit.