Grid modernization holds the alluring promise of rationalizing electricity pricing, saving consumers money, and improving environmental quality all at the same time. Yet, we have seen only limited and patchwork regulatory initiatives towards significant grid modernization in the United States. Outside of a few leading states, state energy regulators appear loath to embrace full- throated versions of the project. This article argues that the under- discussed problem of energy poverty in the United States is a critical contributing factor in the gap between grid modernization’s possibilities and our regulatory reality. Only by explicitly understanding how the issues of grid modernization and energy poverty intersect, and by coming up with creative ways to address the challenges created, can regulators gain the comfort they need to move forward with grid modernization reforms in the face of rising inequality and substantial energy poverty. To get at these connections, this Article utilizes a case study of New York State’s grid modernization efforts. As part of these efforts, regulators there have pursued an inclusive inquiry into how best to manage the ways in which grid modernization might have disparate impacts on lower-income consumers, producing some important early-stage lessons for emerging modernization efforts in other states.