This article suggests that “ballot box growth revolts”—instances where citizens use direct democracy to curb development—may be caused by local governments’ use of discretionary development approvals. We further suggest that growth revolts themselves provide a useful window into discretionary approvals, and illustrate how discretion can create conflict. Discretion is appealing to fiscally constrained cities because it lets them bargain with developers over building permissions, and thus helps cities finance public amenities. But it also gives cities incentives to regulate more heavily than they otherwise might, and to regulate pretextually: to write rules primarily for the purpose of bargaining them away. In sum, zoning's increasing use as a tool of fiscal policy can undermine its traditional role of providing assurance about future land use policy. We use various examples to illustrate our argument, including five growth revolts in Southern California.