[645]*645OPINION
ERWIN, Justice.
Appellants, as individuals and as representatives of a class under Civil Rule 23(a), brought this action seeking to have a “disorderly conduct” ordinance of the City of Anchorage declared unconstitutional on its face. The ordinance, enacted on May 26, 1970, provides as follows:
It shall be unlawful for any person with purpose and intent to cause public inconvenience, annoyance or alarm, or recklessly create a risk thereof by:
(1) Engaging in fighting or threatening, or in violent or tumultuous behavior; or
(2) Making unreasonable noise or offensively coarse utterance, gesture, or display, or addressing abusive language to any person present; or
(3) Lodging in cars, grocery stores, washrooms, sheds, or other places other than such as is kept for lodging purposes, without the permission of the owner or party entitled to possession thereof.
(4) ‘Public’ means affecting or likely to affect persons in a place to which the public or substantial group has access; among the places included are highways, streets, transportation facilities, schools, prisons, apartment houses, places of business or amusement parks or any neighborhood.1
In their amended complaint appellants allege that they are members of a class of long-haired, indigent, unemployed and generally unconventional persons, as well as low-income native persons, who, because of their non-conformist lifestyles, are subject to special scrutiny by the police. They state further that they engage or desire to engage in various constitutionally protected activities and associations which are proscribed by the ordinance, and argue that the ordinance is unconstitutionally over-broad and so vague as to violate the due process guarantee.2
The superior court judge entered partial summary judgment in appellants’ favor holding:
1. That the phrases ‘unreasonable noise’ and ‘gesture and display’ as used in § 15-1 (mm) (2) of the Code of Ordinances of the City of Anchorage, Alaska, are declared unconstitutional on their face, and that defendants and their agents are enjoined from the enforcement of said provisions;
2. That the remaining portions of § 15-1 (mm) of the Code of Ordinances of the City of Anchorage, Alaska, are declared constitutional on their face, and that plaintiff’s cause as to these remaining portions of Ordinance 15-1 (mm) is dismissed.
Appellants argue on appeal that the validated portion of the ordinance is also unconstitutionally vague and overbroad. The City of Anchorage has not appealed from the superior court’s decision and has declined to file a responsive brief before this court.
[646]*646We have concluded that the ordinance is unconstitutional in its entirety. As will appear below, the ordinance contains language that the United States Supreme Court has specifically declared to be impermissibly vague and overbroad in a series of opinions, some of which pre-date the ordinance by several decades. Further, although some of the conduct prohibited by the ordinance is constitutionally reachable, the ordinance must be struck in toto because the prefatory language setting out the mens rea for the entire ordinance is impermissibly vague and thereby infects its otherwise valid portions.3 Because of the critical importance of these constitutional principles in protecting the fundamental liberties of our citizens and because this is a case of first impression in Alaska, we will examine these precepts of constitutional law in some detail.
Although the overbreadth and void-for-vagueness doctrines are related and, at least in the first amendment area, not wholly separable,4 they are functionally and doctrinally distinct. The over-breadth doctrine has evolved to give adequate breathing room to specific first amendment freedoms; a statute violates the doctrine when constitutionally-protected conduct as well as conduct which the state can legitimately regulate are included within the ambit of the statute’s prohibition.5 By contrast, specific constitutional guarantees are not necessarily implicated when a statute is declared void for vagueness. The latter doctrine comes into play when the statutory language is so indefinite that the perimeters of the prohibited zone of conduct are unclear; a statute may be unconstitutionally vague even though no activities specifically protected by the Constitution are outlawed.6 A vague statute violates the due process clause both because it fails to give adequate notice to the ordinary citizen of what is prohibited and because its indefinite contours confer unbridled discretion on government officials and thereby raise the possibility of uneven and discriminatory enforcement. As appellants point out, the ordinance now before this court raises the spectre of all of these abuses: it prohibits conduct which is protected by the United States and Alaska constitutions, it fails to give adequate notice of what conduct is prohibited, and it gives enforcement officials excessive discretion.
Turning first to the overbreadth infirmity, in N.A.A.C.P. v. Button, 371 U.S. 415, 433, 83 S.Ct. 328, 338, 9 L.Ed.2d 405, 418 (1963), the United States Supreme [647]*647Court articulated the rationale for the overbreadth doctrine:
These [first amendment] freedoms are delicate and vulnerable, as well as supremely precious in our society. The threat of sanctions may deter their exercise almost as potently as the actual application of sanctions. . . . Because First Amendment freedoms need breathing space to survive, government may regulate in the area only with narrow specificity.
Because of the “chilling effect” that over-broad laws have on the exercise of constitutional rights,7 the court emphasized that broad prophylactic rules are suspect and “[pjrecision of regulation must be the touchstone . . . Id. at 438,83 S.Ct. at 340, 9 L.Ed.2d at 421.8
As we. noted in Anniskette v. State, 489 P.2d 1012, 1013 (Alaska 1971), it is only in the most limited circumstances that speech can be punished.9 For example, erotic speech might be punished as obscenity if the tests promulgated by the Supreme Court are met.10 Similarly, a person may be punished for uttering “fighting words” which are likely to provoke a violent reaction when addressed to an ordinary citizen11 or for intentionally provoking a crowd to hostile reaction under circumstances where a clear and present danger of immediate violence exists.12 Presumably a state could also limit speech or assembly in specific places under limited circum-
stances, as, for example, in a courtroom while the court is in session.13 But a careful look at the relevant Supreme Court cases makes it obvious that the Anchorage ordinance lacks the requisite specificity and stretches far outside the area of permitted regulation.
In Terminiello v. Chicago, 337 U.S. 1, 69 S.Ct. 894, 93 L.Ed. 1131 (1949), the Supreme Court struck down a breach of the peace ordinance as applied to petitioner who had delivered an inflammatory speech to an unruly crowd. The jury was instructed that the language, “breach of the peace”, included speech that “stirs the public to anger, invites dispute, brings about a condition of unrest, or creates a disturbance.” Id. at 4, 69 S.Ct. at 895, 93 L.Ed. at 1134. After noting that the vitality of our civil and political institutions depends on free discussion, the Court stated:
[A] function of free speech under our system of government is to invite dispute. It may indeed best serve its high purpose when it induces a condition of unrest, creates dissatisfaction with conditions as they are, or even stirs people to anger. Speech is often provocative and challenging. It may strike at prejudices and preconceptions and have profound unsettling effects as it presses for acceptance of an idea. That is why freedom of speech, though not absolute, . . is nevertheless protected against censorship or punishment, unless shown likely to produce a clear and present danger [648]*648of a serious substantive evil that rises far above public inconvenience, annoyance, or unrest, * * * There is no room under our Constitution for a more restrictive view. For the alternative would lead to standardization of ideas either by legislatures, co%irts, or dominant political or community groups, (emphasis added)
Id. at 4-5, 69 S.Ct. at 896, 93 L.Ed. 1134— 1135. To emphasize the obvious, Termi-niello held that “public inconvenience, annoyance or unrest” is an insufficient evil to justify punishing speech. In subsections (1) and (2) the Anchorage “disorderly conduct” ordinance prohibits various constitutionally protected expressive activities done with intent to cause “public inconvenience, annoyance or alarm.” Since the Supreme Court has never diluted its Terminiello holding,14 we can only conclude that the overbreadth of these portions of the Anchorage ordinance is as clear today as it would have been in 1949.15
In Edwards v. South Carolina, 372 U.S. 229, 83 S.Ct. 680, 9 L.Ed.2d 697 (1963), 187 persons who demonstrated at the grounds of the state legislature engaging in what the city manager described as “boisterous”, "loud” and “flamboyant” conduct were convicted of breach of the peace, “an offense so generalized as to be, ‘not susceptible of exact definition.’ ”16 Id. at 237, 83 S.Ct. at 684, 9 L.Ed.2d at 703. The court quoted the language cited above from Terminiello and struck down the statute as an overbroad interference with the rights of free speech,' free assembly, and freedom to petition for redress of grievances. Last term in Coates v. Cincinnati, 402 U.S. 611, 91 S.Ct. 1686, 29 L.Ed.2d 214 (1971), the Supreme Court declared void on its face a Cincinnati, Ohio, ordinance which made it a criminal offense for “three or more persons to assemble ... on any of the sidewalks . and there conduct themselves in a manner annoying to persons passing by . ” The following statement by Justice Stewart for the Court is directly applicable to the case at bar:
Our decisions establish that mere public intolerance or animosity cannot be the basis for abridgement of these constitutional freedoms. . . . The First and Fourteenth Amendments do not permit a State to make criminal the exercise of the right of assembly simply because its exercise may be ‘annoying1 to some people. If this were not the rule, the [649]*649right of the people to gather in public places for social or political purposes would be continually subject to summary suspension through the good-faith enforcement of a prohibition against an-annoying conduct. And such a prohibition, in addition, contains an obvious invitation to discriminatory enforcement against those whose association together is ‘annoying’ because their ideas, their lifestyle, or their physical appearance is resented by the majority of their fellow citizens, (footnotes omitted)
402 U.S. 611, 91 S.Ct. at 1689, 29 L.Ed.2d at 218. Likewise, this term the Court voided a Georgia statute wTiich made it a crime to use “opprobrious words or abusive language, tending to cause a breach of the peace . . . . ” Gooding v. Wilson, 40S U.S. S18, 92 S.Ct. 1103, 1104, 31 L.Ed. 2d 408 at 415 (1972). The Court noted that a conviction under the statute could be upheld only if it were “not susceptible of application to speech, [although vulgar or offensive,] that is protected by the First and Fourteenth Amendments . . . . ”
Id. 92 S.Ct. at 1110, 31 L.Ed.2d at 413. The Court noted that while speech which has a direct tendency to cause immediate acts of violence is not protected, the statutory words “opprobrious” and “abusive” encompass, according to Webster’s dictionary, language that merely conveys disgrace or is harshly insulting.
The Anchorage ordinance prohibits “threatening and violent or tumultuous behavior”, “unreasonable noise”, “abusive language” and “offensively coarse utterances, gestures or displays” when motivated by an intent to cause “public inconvenience, annoyance or alarm.” Reference to Webster’s International Dictionary indicates that the ordinance thereby makes it a crime for one, with intent to cause public embarrassment, uneasiness, annoyance, discomfort or fear, to engage in conduct that is noisy, disorderly, causing or evidencing mental or emotional excitement, or, with like intent, to use language that is vulgar, indelicate, distasteful, insulting or reproachful. Neither the federal nor Alaska constitutions will permit such a broad and arbitrary interference with freedom of speech. Public life in our democracy would be robbed of its vitality and our citizens soon lose their self-confident independence of thought if such an ordinance were enforced to eliminate any mode of speech not acceptable to the most squeamish of our citizens. As Justice Douglas noted in Terminiello, a function of free speech in our system is to invite dispute and the constitutional guarantee sometimes best serves its purpose when speech creates dissatisfaction with existing conditions and stirs citizens to anger. 337 U.S. at 4-5, 69 S.Ct. 894, 93 L.Ed. at 1134-1135. We resolve the issue before us against the “background of a profound national commitment to the principle that debate on public issues should be uninhibited, robust, and wide-open,”17 the drafters of our constitution concluded long ago that our nation is most likely to flourish by selecting direction from a multitude of voices engaged in vigorous debate rather than from authoritative selection by government officials.18
An appreciation for the latitude commanded by the first amendment can perhaps best be obtained by a close reading of Justice Harlan’s opinion for the Court in Cohen v. California, 403 U.S. 15, 91 S.Ct. 1780, 29 L.Ed.2d 284 (1971). There the Court held that Cohen could not, consistent with the first amendment, be criminally punished for appearing in a courthouse wearing a jacket bearing the plainly visible epithet “Fuck the Draft”. Justice Harlan eloquently referred to the constitutional backdrop for decisions affecting expression :
The constitutional right of free expression is powerful medicine in a society [650]*650as diverse and populous as ours. It is designed and intended to remove governmental restraints from the arena of public discussion, putting the decision as to what views shall be voiced largely into the hands of each of us, in the hope that use of such freedom will ultimately produce a more capable citizenry and more perfect polity and in the belief that no other approach would comport with the premise of individual dignity and choice upon which our political system rests.
Id. at 293, 91 S.Ct. at 1787. He noted that the verbal tumult which resulted was a sign of strength and rejected the state’s argument that, as guardian of public morality, it could excise offensive words from the public vocabulary:
[T]he principle contended for by the State seems inherently boundless. How is one to distinguish this from any other offensive word? Surely the State has no right to cleanse public debate to the point where it is grammatically palatable to the most squeamish among us. Yet no readily ascertainable general principle exists for stopping short of that result were we to affirm the judgment below. For, while the particular four-letter word being litigated here is perhaps more distasteful than most others of its genre, it is nevertheless often true that one man’s vulgarity is another’s lyric. Indeed, we think it is largely because governmental officials cannot make principled distinctions in this area that the Constitution leaves matters of taste and style so largely to the individual.
Id. at 294, 91 S.Ct. at 1788. We have little doubt that the phrase “Fuck the Draft” would be considered unreasonable, offensively coarse and abusive by many of our citizens.
We therefore hold that those portions of subsections (1) and (2) of the Anchorage ordinance which could be applied to protected speech — “threatening”, “tumultuous behavior”, “unreasonable noise”, “offensively coarse utterance, gesture, or display” and “addressing abusive language to any person present”- — are unconstitutionally overbroad.
In addition, the Anchorage ordinance suffers from the related constitutional infirmity of vagueness. As noted above, the constitutional defect of a penal statute which does not clearly specify the contours of the prohibited conduct lies first in the failure of notice as to what conduct is punishable, and second in the fact that an unclear, variable standard of guilt raises the possibility of uneven administration.19
The vagueness doctrine is no recent innovation in constitutional law. In Con-nally v. General Construction Co., 269 U.S. 385, 391, 46 S.Ct. 126, 127, 70 L.Ed. 322, 328 (1926), the Court articulated the lack-of-notice rationale in invalidating a penal statute:
That the terms of a penal statute creating a new offense must be sufficiently explicit to inform those who are subject to it what conduct on their part will render them liable to its penalties is a well-recognized requirement, consonant alike with ordinary notions of fair play and the settled rules of law; and a statute which either forbids or requires the doing of an act in terms so vague that men of common intelligence must necessarily guess at its meaning and differ as to its application violates the first essential of due process of law.20
In addition, as Professor Amsterdam points out, the Supreme Court’s concern that a vague statute will invite arbitrary [651]*651arrests and convictions has long been evident.21 In Herndon v. Lowry, 301 U.S. 242, 263, 57 S.Ct. 732, 741, 81 L.Ed. 1066, 1077 (1937), the Court stated that a vague penal law “licenses the jury to create its own standard in each case”; in Thornhill v. Alabama, 310 U.S. 88, 97-98, 60 S.Ct. 736, 742, 84 L.Ed. 1093, 1100 (1940), the Court noted that such a law could be used for “harsh and discriminatory enforcement by local prosecuting officials, against particular groups deemed to merit their displeasure.”
Although a number of the vagueness cases, including Thornhill, involve first amendment issues and therefore also raise overbreadth issues,22 Giaccio v. Pennsylvania, 382 U.S. 399, 86 S.Ct. 518, 15 L.Ed. 2d 447 (1966), and Shuttlesworth v. City of Birmingham, 382 U.S. 87, 86 S.Ct. 211, 15 L.Ed.2d 176 (1965), clearly establish that it is a distinct constitutional defect for a statute, by its vagueness, to sanction arbitrary administration by courts or law enforcement personnel. In Giaccio the Court struck a Pennsylvania statute 'which gave jurors unguided discretion to impose court costs on acquitted misdemeanor defendants. No first amendment issue was presented; the Court simply held that a statute so vague as to be virtually standardless could not be judicially enforced consistent with due process. In Shuttlesworth, a conviction under a Birmingham, Alabama, ordinance which provided that it was “unlawful for any person to stand or loiter upon any street or sidewalk . . . after having been requested by any police officer to move on” was reversed. Although first amendment issues lurked in the background (Shuttlesworth was a civil rights worker), the Court did not resolve the case on free speech or assembly grounds. The Court focused instead upon the possibility of arbitrary enforcement of the ordinance by police officers:
Literally read, therefore, the second part of this ordinance says that a person may stand on a public sidewalk in Birmingham only at the whim of any police officer of that city. The constitutional vice of so broad a provision needs no demonstration. It ‘does not provide for government by clearly defined laws, but rather for government by the moment-to-moment opinions of a policeman on his beat.’
Id. 382 U.S. at 90, 86 S.Ct. at 213, 15 L.Ed.2d at 179.
Many comments have been made on the abuses to which vagrancy statutes, first cousins to the disorderly conduct laws of the type now before us, are put. Justice Frankfurter, dissenting in Winters v. New York, 333 U.S. 507, 54Ó, 68 S.Ct. 665, 682, 92 L.Ed. 840, 862 (1947), stated:
These statutes are in a class by.themselves, in view of the familiar abuses to which they are put. . . . Definiteness is designedly avoided so as to allow the net to be cast at large, to enable men to be caught who are vaguely undesirable in the eyes of police and prosecution, although not chargeable with any particular offense. In short, these ‘vagrancy statutes,’ and laws against ‘gangs’ are not fenced in by the text of the statute or by the subject matter so as to give notice of conduct to be avoided.
One commentator, in a comprehensive study of vagrancy, disorderly conduct and habitual drunkenness statutes, noted that such laws are utilized for such diverse purposes as banishing unwanted persons from the community, investigating persons suspected of past criminality, detaining persons thought likely to engage in future criminality, punishing affronts to police [652]*652dignity and temporarily disposing of various problem-creating individuals such as alcoholics and the mentally ill.23 In short, such laws function as the “garbage pail of the criminal law”, a convenient dumping ground for perceived social ills thought to have no other immediate solution.24
In its last two terms, the United States Supreme Court has vigorously applied the vagueness doctrine to a number of these kinds of statutes. In Palmer v. Euclid, 402 U.S. 544, 91 S.Ct. 1563, 29 L.Ed.2d 98 (1971) (per curiam), the Court reversed a conviction under a “suspicious person ordinance” on the ground that appellant was not given sufficient notice of what was proscribed.25 In Coates v. Cincinnati, 402 U.S. 611, 91 S.Ct. 1686, 29 L.Ed.2d 214 (1971), the Court held that an ordinance which made it a criminal offense for “three or more persons to assemble . . . on any of the sidewalks . . . and there conduct themselves in a manner annoying to persons passing by . . . . ” was not only overbroad but also unconstitutionally vague. Since conduct that annoys some people does not annoy others, “ ‘men of common intelligence must necessarily guess at [the ordinance’s] meaning.’ ” 91 S.Ct. at 1688, 29 L.Ed.2d at 217 (quoting from Connally v. General Construction Co., 269 U.S. 385, 391, 46 S.Ct. 126, 70 L.Ed. 322, 328 (1926)). Likewise, in Gooding v. Wilson, 405 U.S. 518, 92 S.Ct. 1103, 31 L.Ed.2d 408 at 415, 417 (1972), the phrase “opprobrious words or abusive language” in a “breach of the peace” ordinance were held to be both overbroad and impermissibly vague. The most comprehensive vagueness case, however, is Papachristou v. Jacksonville, 405 U.S. 156, 92 S.Ct. 839, 31 L.Ed.2d 110 (1972), where Justice Douglas, writing for a unanimous Court, struck a Jacksonville vagrancy ordinance.26 The Court explicitly recognized both rationales for the void-for-vagueness doctrine:
This ordinance is void-for-vagueness, both in the sense that it ‘fails to give a person of ordinary intelligence fair notice that his contemplated conduct is forbidden by the statute,’ United States v. Harriss, 347 U.S. 612, 617, 74 S.Ct. 808, 812, 98 L.Ed. 989, and because it encourages arbitrary and erratic arrests and convictions. Thornhill v. Alabama, 310 U.S. 88, 60 S.Ct. 736, 84 L.Ed. 1093; Herndon v. Lowry, 301 U.S. 242, 57 S.Ct. 732, 81 L.Ed. 1066.
When these fundamental and long-established principles of constitutional law are applied to the Anchorage ordinance, there is no escape from the conclusion that the ordinance is likewise void for vagueness. Since the prefatory language of the ordinance, containing the mens rea for the specifically enumerated prohibited acts, is itself impermissibly [653]*653vague, no part of the ordinance can stand.27 The defective prefatory language is “with purpose and intent to cause public incon-venienceannoyance or alarm or recklessly create a risk thereof.” (emphasis added). Coates v. Cincinnati, supra, specifically declared the word “annoying” to be unconstitutionally vague and the words “inconvenience” and “alarm” are no less so. The rest of the ordinance is also peppered with indefinite words — “threatening” “tumultuous behavior”, “unreasonable noise”, “offensively coarse”, and “abusive language”.28 The phrase “tumultuous behavior”, for example, might encompass conduct ranging from actual violence to speaking in a loud and excited manner; depending on the arresting officer’s temperament, everything from the most provocative insult to the mildest obscenity might be termed “abusive language”.29
[652]*652Rogues and vagabonds, or dissolute persons who go about begging, common gamblers, persons who use juggling or unlawful games or plays, common drunkards, common night walkers, thieves, pilferers or pickpockets, traders in stolen property, lewd, wanton and lascivious persons, keepers of gambling places, common railers and brawlers, jjersons wandering or strolling around from place to place without any lawful purpose or object, habitual loafers, disorderly persons, persons neglecting all lawful business and habitually spending their time by frequenting houses of ill fame, gaming houses, or places where alcoholic beverages are sold or served, persons able to work but habitually living upon the earnings of their wives or minor children shall be deemed vagrants and, upon conviction in the Municipal Court shall be punished as provided for Class D offenses.
[653]*653In sum, not only does the ordinance fail to give adequate notice of what conduct is prohibited, but it is particularly subject to the abuse of uneven enforcement. As Justice Douglas points out in Papachristou:
Those generally implicated by the imprecise terms of the ordinance — poor people, nonconformists, dissenters, idlers —may be required to comport themselves according to the life-style deemed appropriate by the . . . police and the courts. Where, as here, there are no standards governing the exercise of the discretion granted by the ordinance, the scheme permits and encourages an arbitrary and discriminatory enforcement of the law. It furnishes a convenient tool for ‘harsh and discriminatory enforcement by prosecuting officials, against particular groups deemed to merit their displeasure.’
405 U.S. 156, 92 S.Ct. 839, 847, 31 L.Ed.2d 110, 120. We therefore hold that Anchorage Code of Ordinances § 15-1 (mm), in its entirety, is void for vagueness and remand to the superior court with instructions to enter judgment in favor of appellants declaring the ordinance as drafted unconstitutional.
BOOCHEVER, J., not participating.