What explains variation in the strength of political contention across the Arab region in 2011, especially among resource-poor states? Why did the publics in some countries seize the political opening presented by Tunisia’s overthrow of Ben Ali to revolt wholesale against the incumbent regimes, while in others to hold only small rallies with modest demands? While some studies have attempted to unpack this question, most have privileged second-order explanations like observed material grievances, repression, or access to social media, while providing less insight into the fundamental roots of the observed differences between countries. In this paper I propose a new theory that explains protest variation in resource-poor dictatorships in terms of differences in states’ choices of distributive institutions at the time of state-building. My argument consists of three parts. First, I argue that variation in protest strength in 2011 reflected fundamental differences in participants’ goals – that, contrary to widespread assumptions, protests were not always designed to be oppositional but in some contexts were regime-confirming. Second, I argue that the type of protest – oppositional or regime-confirming – was systematically related to the effectiveness of regimes’ levers for inducing voluntary mass support. Although numerous literatures on regime maintenance, rentierism, social contract, and patron-clientelism point to the critical connection between distributive goods and voluntary public quiescence to autocratic rule, both in MENA (Yom & Gause 2011, Blaydes 2010, Lust 2006, Sadiki 2000) and beyond (BuenodeMesquita 2005, Magaloni 2006, Acemoglu & Robinson 2006), most studies assumed rather simplistically that greater quantities of goods to more people (broader coalitions) leads to more quiescence, and vice versa. A novel and surprising insight of my research, based on detailed qualitative and survey evidence, suggests that in fact more generous, equitable, and broad distribution does not automatically buy loyalty, and that the actual political “work” that distributive goods do for a regime depends critically on the nature of distributive institutions because under different rules of allocation citizens attach a different intrinsic value to the same spoils. Finally and most importantly, I show that the choice of distributive institutions itself is deeply rooted in states’ varied colonial and pre-colonial legacies. Post-independence regimes that, in the early years of state-building, faced economically and politically strong pre-existing elites forged very different governing coalitions and distributive systems than did states which faced weak or declining pre-existing elites. I demonstrate my theory using extensive interviews and detailed survey data from Jordan, Syria, and Yemen.