As states across the country have adopted term limits provisions for their state legislatures, political scientists have analyzed how mass unseatings of incumbents are affecting legislative composition, capacity, and activity. Yet this reform may impact legislatures not only directly through forced retirements, but also indirectly by changing the incentives to prospective candidates. Following hypotheses suggested by Fiorina (1994, 1996), we argue that term limits have changed the incentive structure for typical Democratic candidates in some legislatures. This change in incentives has, in turn, affected the partisan composition of statehouses just as the professionalization movement affected incentives and partisan composition a generation ago. We provide quantitative evidence that supports Fiorina's conjectures about term limits, suggesting that the presence of term limits provisions even before they take effect creates an environment that is less attractive to Democratic candidates.