In this essay I consider what grounds Spinoza’s defense of the freedom to philosophize, considering why Spinoza doesn’t think that we should attempt to snuff out irrationality and dissolution with the law’s iron fist. In the first section I show that Spinoza eschews skeptical, pluralistic, and rights-based arguments for toleration. I then delineate the prudential, anticlerical roots of Spinoza’s defense, before turning in the final section to consider just how far and when toleration contributes to the guiding norms of governance: peace and empowerment. Once we see how the defense of toleration is anchored in these norms, we form a clearer picture of Spinoza as a liberal perfectionist for whom the bounds of political toleration depends on pragmatic and circumstance-specific assessments of what conduces to the flourishing of the state. This will help to illuminate what is distinctive—and, perhaps, distinctively commendable—about Spinoza’s form of liberalism.