Applying a Gramscian framework to the 2011 Egyptian uprising would produce a complex analysis that centres on the ruling class, hegemony and the state. The Gramscian approach represents a critical approach to International Political Economy (IPE) and International Relations (IR), drawing on the work of Antonio Gramsci, and can be described as an epistemological and ontological critique of the empiricism and positivism found in mainstream IPE and IR theories. The approach aims to understand how world orders are created and influenced by specific social forces, at both the level of discourse and materiality. Using historicist methodology, this paper goes back in history to trace the events and processes that produced the contemporary class of elites, with the military at its centre. Understanding Egyptian elites as a coherent class can shed light on why the 2011 uprising occurred. This elite class, following a Gramscian approach, should be conceptualized as containing fundamental structural divisions. Despite this, they exercise control over society through a hegemonic project—in the case of Egypt a primarily neoliberal one. The question of interest is: What power shifts have occurred within the ruling class and how have they generated constraints on its cohesion and ability to govern Egypt? More specifically, how did these shifts within the ruling class relate to the societal tensions that contributed to the 2011 uprising and the military’s intervention? Such an analysis can specify both how the various groups within the ruling class created the conditions that produced the uprising and also show that shifts and power struggles within this class are essential to understanding the events that happened in 2011. This paper will first delineate the various Egyptian elites, and will then place them within economic and political historical processes and demonstrate clearly how these processes created a hegemonic system in Egypt. This paper will use this data to argue that the marginalization of the military by Gamal Mubarak and his circle of neoliberal elites is one of the major factors behind the 2011 uprising. The policies pursued by this neoliberal elite threatened to disrupt the hegemonic project as well as marginalize the military. The military's intervention in 2011 can thus be seen as an attempt to restore itself within the elite class as well as to attempt to restore the hegemonic project.