I examine the two-level utilitarian case for humane animal agriculture (by R. M. Hare and Gary Varner) and argue that it fails on its own terms. The case states that, at the ‘intuitive level’ of moral thinking, we can justify raising and killing animals for food, regarding them as replaceable, while treating them with respect. I show that two-level utilitarianism supports, instead, alternatives to animal agriculture. First, the case for humane animal agriculture does not follow from a commitment to two-level utilitarianism combined with a commitment to respecting animal lives. Secondly, the two-level utilitarian case falls prey to a compartmentalization problem and cannot uphold both respect and replaceability. What I call ‘humane lives’ are not appropriately valued by the lights of two-level utilitarianism itself.