Health policy experts long have argued that a combination of budgetary constraints, lack of legislative expertise, and parochial attitudes make it unlikely that the U.S. states will contribute significantly to health care reform. This is particularly true of states like Texas, which ranks last or near-to-last in virtually every measure of public health, and is dominated by conservative politics and libertarian, free market ideology. Yet, in 1997 the Texas legislature enacted the first Patient's Bill of Rights. This article examines the political and rhetorical processes that led to successful reform, and discusses the implications that success in "the least likely place" holds for the making of health care policy.