In contrast to the dominant framework which celebrates the rise of NGOs as harbingers of democracy and development, this article critically examines the diffusion and adaptation of the NGO model among voluntary organizations in the Middle East. Specifically, this paper shows how the adoption of a project-based rationality—what we refer to as “project think”—shapes notions of social and political change and delimits the capacity of NGOs to mobilize citizens for substantive reform. We define “project think” as a distinctive rationality that shapes how NGOs understand social and political issues. Project think has four key components: 1) a short time frame, 2) an isolated group of beneficiaries who are distinguished by discernable characteristics, 3) a discrete set of “needs” or “problems” that can be addressed through targeted interventions, and 4) measurable outcomes that can be identified and reported upon. Project think has reconfigured associational and philanthropic practices, altered repertories of social mobilization and political activism, and led to the emergence of new norms of legitimation and modes of governance. In order to map the divergent dynamics of this multifaceted transformation, this article draws upon the authors’ ethnographic fieldwork with NGOs in Turkey, Egypt and Palestine and makes two interrelated arguments. First, we show that project-based thinking depoliticizes civil society by diverting civic energies away from collective mobilization efforts for the public good and, as a result, undermines the democratic and egalitarian potential of civil society organizations. Second, we contend that civic actors exercise agency instead of unquestionably adopting project think and use a number of creative strategies to negotiate, circumvent, and resist project-based ways of thinking about the public good. By examining the simultaneous processes of depoliticization and repoliticization, this study develops a new perspective for understanding the relationship between NGOs, development and democracy in the Middle East.