In September 2014 the Houthis, a revivalist movement for the Zaydi Shia form of Islam largely unique to north Yemen that metastasized into a powerful and effective militia during six wars with the Yemeni state between 2004 and 2010, seized control of the Yemeni capital, Sana’a. Many in Yemen questioned not just how they had been able not just to break out of the borders of their home province of Sa’dah but how they had taken on, and beaten, some of the country’s most powerful tribal militias and military units. With time it became clear that Ali Abdullah Saleh, Yemen’s ousted president, had played key role in the Houthis’ march to Sana’a, pushing loyalist tribes and military units towards cooperation with the northern fighters. As the Houthi-Saleh alliance became increasingly overt, a narrative emerged of a formal deal between the Houthis and Saleh that had been brokered some years in advance. Drawing on the author’s research and experiences on the ground during the Houthi takeover of Sana’a, this paper would problematise this overly simplistic narrative. The paper would argue that the alliance evolved over a period of months and was born of the Houthis’ strategy of outreach to tribes, playing on local grievances and antiauthoritarianism on the one hand; and Saleh’s light-footprint approach to manipulation and coercion. Saleh, the author argues, convinced tribes to either cooperate with or agree nonaggression pacts with the Houthis, easing their path southwards. Members of his immediate family convinced senior members of the military institutions they still effectively controlled to open lines of dialogue with the Houthis. This approach both allowed the Houthis - despite their suspicions - to maintain the illusion that their antiauthoritarian message, or indeed their ‘divine’ mission, was the driving force behind their rapid expansion; and for Saleh’s role to remain sufficiently hidden so as to avoid domestic or international sanction until such a time as he had restored his dominant position at the center of Yemen’s hard power dynamics. By laying out the evolution of the Houthi-Saleh relationship, the author would build towards a better understanding of the nature, and limits, of their current alliance.