This Note argues that The Freedom of Access to Clinic Entrances Act of 1994 ("FACE") was enacted as a regulation of expressive conduct, but was impermissibly content- and viewpoint-based, in violation of the freedom of speech guarantied by the First Amendment. Specifically, the authors (who generally take opposing views on the constitutionality of a woman's right to choose to have an abortion) contend that FACE regulates expressive conduct and therefore implicates the First Amendment. The demonstrators whose conduct is reached by the statute intentionally and successfully convey a message supporting or opposing the right to have an abortion, and the witnesses of their conduct undeniably understand this conduct to convey such a message. Although the government is permitted to regulate unprotected speech or expressive conduct, it is not free to do so with an unrestricted hand. It may not regulate expression in a manner that stifles debate on a particular issue, or, even worse, on only one side of the debate.FACE, however, regulates certain forms of expressive conduct only when they occur in the context of the provision of reproductive health services. This limitation of the statute's applicability results in an impermissible targeting of expressive conduct based on its content. If a regulation of unprotected expression is content-based, it must either satisfy strict scrutiny or fall within a limited number of exceptions to the First Amendment's proscription of content-based regulations. Unfortunately, FACE does not withstand the strict scrutiny necessary to justify state targeting of messages on a particular political issue, and does not fall within any of the exceptions that allow content-based regulations of unprotected speech (i.e., where the regulation does not threaten to drive certain debates or viewpoints from the "marketplace of ideas").Finally, FACE is an unconstitutional infringement of free speech because in fact, as applied, it targets and reaches the conduct of only those on the pro-life side of the abortion debate. Those seeking or providing "reproductive health services" are afforded protection from specified violent conduct, while those demonstrating against the provision of abortions are afforded no federal protection from identical violent or obstructive conduct engaged in at an anti-abortion protest site.