Famously, Foucault claimed that Bentham’s Panopticon is the model of modern disciplinary society. Foucault put Bentham’s project of a new penitentiary at the centre stage of his exposition of the birth of biopolitics. This article focuses on Foucault’s conception of power as a ubiquitous relation, where governors and subjects are fading, and resistance is the counterpart of power. It is claimed that going beyond the Panopticon, a similar conception of power could be found in Bentham’s writings on law and constitutional theory. Accordingly, Foucault’s conception of power can be found in, and reconciled with, a different framework, at the service of a liberal-democratic conception of State and society