The longtime failure of opposition groups to challenge President Hosni Mubarak’s grip on power was often explained by the regime’s ability to infiltrate, repress, and/or co-opt various opposition figures and parties. Yet when a mass protest movement emerged in January 2011, the Mubarak regime – a model of authoritarian durability – fell within a mere eighteen days. How did this happen, and what kind of transition might this revolt yield? In this paper, I argue that Egypt’s 2011 popular revolt succeeded because of the limits inherent in the Mubarak regime’s strategy of co-optation. While the Mubarak regime had tremendous success in cutting deals with opposition politicians to ensure that their respective parties did not criticize or challenge the regime too directly, this strategy was useless when confronted with the January 25th demonstrations for three reasons. First, the movement’s leadership was diffuse, so the regime struggled to co-opt (or repress) a sufficient number of these leaders to stifle the movement. Second, the movement’s leadership was comprised of activists, as opposed to politicians, which made them far less willing to accept the kinds of deals that co-optation under Mubarak typically entailed. Third, the speed with which the protests mobilized lessened the control of the movement’s leadership over the demonstrations, so even if it had been possible for the regime to co-opt these leaders, this would have done little to end the protests. My paper will further argue, however, that the very factors that made co-optation a useless strategy for ending the anti-Mubarak revolts will also complicate prospects for democratization. After all, the diffuseness of the demonstrations’ leadership, coupled with the fact that most demonstrators had no ties to any specific political movement, means that there are no opposition leaders who can credibly represent the protesters in negotiations with the military. The political weakness of opposition leaders will undermine their ability to achieve liberalizing reforms vis-à-vis the military, which will likely work to appease them with mostly symbolic democratizing gestures. This paper will draw on my experiences covering the first week of these protests in Cairo, and will also be based on interviews with over 100 opposition leaders.