The idea of a "piety-minded" opposition to Umayyad rule has been central to most analyses of religious development during the Umayyad period since M. Hodgson coined the term nearly four decades ago. The Umayyads are typically portrayed as godless kings who were merely opportunistic in their religious engagements. Even the "God's caliph" theory rests on the Umayyads themselves devising an absolutist doctrine with little or no input from reputable religious scholars. This paper is part of my continuing effort to debunk this image of the Umayyads. While some pro-Umayyad scholars, particularly al-Zuhri and al-Awza'i, have received increasing attention in recent years, Umayyad supporters in Iraq have largely been ignored. This paper examines the lives, careers and doctrinal views of al-Sha`bi (d. ca 103/721) and Abdallah b. 'Aun (d. 151/768), who were influential pro-Umayyad scholars in Kufa and Basra respectively. I argue that even in Kufa and Basra, traditionally seen as hotbeds of intellectual opposition (pious and otherwise) to the Umayyads, there was a substantial base of pro-Umayyad scholars with whom the opposition sparred. This discussion offers a more complex view of these major intellectual centers and suggests that the concept of a "piety-minded" opposition is defective, since there were equally "piety-minded" and influential regime supporters in these major centers. A discussion of al-Sha`bi and Ibn 'Aun's influence on future generations of scholars, in Iraq and beyond, suggests that these Umayyad supporters may have been more influential on the development of Islamic thought than were their "piety-minded" opponents.