In the years following the overthrow of Zine el-Abidine Ben Ali in Tunisia in early 2011, the international democracy promotion community enthusiastically embraced the country’s burgeoning civil society. However, when the democratically-elected president Kais Saied began to dismantle the country’s democratic institutions 10 years later, civil society largely stood on the sidelines. This paper examines the question of what happened during the intervening decade that left civil society’s international funders so disappointed. The paper argues that a failure to develop state capacity and the state-civil society relationship; lack of attention to certain democratic institutions such as political parties and the judiciary; and an absence of trust within civil society and the larger Islamist-secular divide within Tunisian society all contributed to civil society’s inability to stand up to Saied’s autocratic moves. The paper is grounded in the existing literature on democracy promotion and civil society’s role in democratic transition, and is based on a review of secondary sources concerning Tunisia’s transition since 2011. It also draws on approximately 20 interviews conducted with civil society activists and foreign donor representatives in late 2022. The secondary sources include think tank papers, foundation/donor papers, and academic books on the subject of Tunisian civil society development; publications by advocacy/research organizations and NGOs such as Human Rights Watch and International Crisis Group; and books and academic journal articles on civil society’s role in democratic transition more generally. The paper’s findings have important implications for the study of civil society’s role in democracy and democratization, because they highlight the role of the state-civil society partnership and of trust more generally in preventing democratic backsliding. The findings also suggest that the international donor community’s support for civil society in democratic transition should widen its view of such support to take into account the importance of simultaneous democratic development in other areas. Finally, the findings raise questions about the development of democratic values during attempted transition from authoritarian rule. In the case of Tunisia, the absence of trust and the deep antagonism between Islamists and secularists permeated civil society despite ongoing donor assistance, eventually facilitating Kais Saied’s takeover.