This Article conducts a theoretically informed critical analysis of the European Neighbourhood Policy (ENP). Using prima data including interviews with the chief architects of the new policy and drawing upon compliance theory in both international law and international relations scholarship, it seeks to conceptualize and evaluate what is arguably the European Union's (EU) most ambitious plan of governance export to date. As such, the Article develops the nascent literature on the EU's growing attempts to project its values, rules, and institutions beyond the enlargement process. Part I of the Article positions this literature within the broader historical " and "top out" academic perspectives. Part II outlines the legal and institutional features of the ENP. Looking beyond the confines of formal EU documents, Part III seeks to account for the motivations and conceptual building blocks of the new policy. Part IV then turns to critically address some of the key issues posed by the ENP. Using comparative methods, the first section of Part IV argues that the ENP closely mimics concepts and instruments first developed by the Commission in the preaccession process of the Central and Eastern European countries, and subsequently replicated in the Stabilization and Association Process used by the EU in the Balkans. The design of the ENP sofar, therefore, suffers from almost reflexive reliance on prior models which may not be suitable to the challenges the ENP attempts to address. Finally, the second section of Part IV addresses the critical question of the likely effectiveness of the ENP in encouraging political and economic liberalization in targeted countries. Where the incentive of membership is absent, can the EU solicit compliance with its rules?