Contrary to arguments by modernization theorists that economic development transforms social structures, ultimately contributing to greater democracy, authoritarianism persists in Malaysia despite economic development and the emergence of a sizeable middle class. This essay analyzes how authoritarianism has been perpetuated and discusses why the middle class will not play a reforming role. It argues that democracy, if it is to emerge, may emanate from the severe factionalism in Malaysia's dominant political party, UMNO.