Many judges and scholars have read Section Two of the Fourteenth Amendment as evidence of the Constitution’s commitment to universal representation — the idea that representation should be afforded to everyone in the political community regardless of whether they happen to be eligible to vote. Typically, this analysis starts and stops with Section Two’s first clause, the Apportionment Clause, which provides that congressional seats are to be apportioned among the states on the basis of “the whole number of persons in each State.” Partly on this basis, the lead opinion in Evenwel v. Abbott rejected the argument that “One Person, One Vote” requires states to equalize the number of adult citizens when drawing legislative districts, affirming that states can draw districts with equal numbers of persons. But skeptics of the universal representation theory of the Fourteenth Amendment, most notably Justice Samuel Alito, have complained that this analysis is flawed because it ignores Section Two’s less-known and never-enforced second clause: the Penalty Clause. Under the Penalty Clause, states that deny or abridge the right to vote of otherwise qualified citizens are penalized with a reduction of their congressional representation. Any theory of representation from the Fourteenth Amendment, the skeptics argue, must grapple with all of Section Two. This Essay takes up that call and explains how the Penalty Clause is not only consistent with but reinforces the Fourteenth Amendment’s broader commitment to universal representation. Contrary to common misconceptions about the Penalty Clause, the Clause is structured so that the state as a whole loses representation in Congress, but no individual within the state is denied representation. In other words, the Penalty Clause does nothing to upend Section Two’s advancement of universal representation. If anything, the Penalty Clause actually reinforces Section Two’s commitment. By reducing a state’s representation proportionally, it contemplates the representational interests of nonvoters, a key feature of the universal representation theory. The Evenwel majority’s reading of Section Two is correct. Section Two counts and represents everyone — and the Penalty Clause does nothing to change that.