The ballot initiative, a form of direct democracy practiced across the country, is often held up as a model of implementing the people’s will and, therefore, achieving democracy’s most fundamental aim. But with direct popular control over policymaking comes a cost: limited deliberative processes to develop proposals. I call this cost the deliberative deficit. Focusing on California’s experience, a state with one of the most salient and consequential direct-democratic processes, this Note discusses the need to look beyond traditional institutions to effectively address the ballot initiative’s deliberative deficit. After showing why the judiciary, legislature, and the direct-democratic process itself cannot do so, I suggest creating an independent advisory commission (Commission) to review initiatives. This Commission would make specific recommendations to an initiative’s drafters so they can more effectively achieve their stated policy goals and mitigate unintended second-order effects. The Commission would not evaluate the initiative’s core normative aims, leaving that assessment to voters. Though not a complete panacea, the Commission is a starting point. It is an example of the kind of thinking and new institutional development needed to address the deliberative deficit.