ABSTRACTConcluding an Association Agreement (AA) has been a major incentive of EU conditionality towards Ukraine and most other Eastern Partnership countries. Contrary to what was intended and expected, Ukrainian government under the presidency of Viktor Yanukovych refused to conclude the AA and, in the course of the subsequent countrywide mass uprising, turned into a more authoritarian version of itself. To explore EU performance, in this case, the article analyses EU conditionality towards Ukraine in 2010–2014. If conditionality is conceptualised as intergovernmental bargaining, then EU policy failed because the conditions were not met by Yanukovych. However, if conditionality is conceptualised as a tool of societal mobilisation and differential empowerment of domestic actors, then EU policy succeeded because the desired outcome was achieved, albeit through an unexpected course of events. This second face of conditionality is essential to understanding EU performance and anticipating effects of EU policies in the neighbourhood.