It is a widely held assumption in the Minimalist framework that Spell-Out domains are uniformly complements of phase heads. Contrary to this, the present paper proposes that a traditional intermediate or bar-level projection of phase heads constitutes Spell-Out domains if a phase head is in a spec-head agreement relation. I defend this proposal by examining cases of Spell-Out at CP-phase levels, discussing two types of phenomena which are sensitive to the size of Spell-Out domains. First, I discuss Richards���s (2010) Distinctness. It regulates the distribution of functional items within a Spell-Out domain. Case resistance effects observed by Stowell (1981) are investigated in terms of Distinctness and it is shown that the distribution of different types of clauses is correctly accounted for by the proposed analysis, but not by the standard account of Spell-Out. Second, I discuss ellipsis under the view that ellipsis sites correspond to Spell-Out domains. It is shown that this approach to ellipsis accounts for Merchant���s (2001) sluicing-COMP generalization and its exception when combined with the proposed analysis.