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The purpose of this paper is to use five principles from Foucault’s Discipline and Punish (1979) to better understand the unreasonable success experienced by Colorado’s efforts to regulate marijuana like alcohol. Five principles of Foucault’s science of discipline (Spatialization, Minute Control of Activities, Repetitive Exercises, Detailed Hierarchical Structures, and Judgement Normalization) are used to elucidate the way by which the marijuana using proclivities of law abiding adults can be efficiently and economically channeled out of the black and gray markets into the mainstream of regulated and responsible (and taxed) adult consumer choice. While illicit drug dealers will sell to anyone (including children), a highly regulated and taxed system of legal cannabis production, distribution, and consumption employs a rigorous labyrinth of policies and procedures, continuously updated and enforced by the Colorado Department of Revenue: Marijuana Enforcement Division. Foucault’s principles are used to better understand the discipline needed to implement effective and economical decriminalization. As the black market diminishes, a new industry is brought into the daylight, taxed and enforced by utilizing the tools of: vertical integration, seed to sale, hyper-surveillance, purchasing limits, and “METRC”. Since the passage of Amendment 64, Colorado’s and population and economy has experienced rapid growth