While popular mobilization in Yemen has triggered a severe regime crisis, it cannot explain the course of action and regime trajectory since the early demonstrations in spring 2011. This paper argues that the uprising served as a catalyst for the outbreak of a simmering conflict that henceforth came to characterize transitional politics in the Southern Arabian country. The defection of core members of the political and military elite—most notably Saleh’s long-time ally Ali Mohsen—was a consequence of subliminal intra-elite rivalries since the mid-1990s. Fissures have appeared within the politico-military elite, in particular between the family of former president Ali Abdullah Saleh and core members of the Sanhani elite. These intra-elite fissures have created and deepened cracks in the regime’s institutionalized infrastructure, in particular in the security apparatus and the military. The main part of the paper is concerned with an explanation of elite change in the period immediately following the 2011 uprising. None of the procedures introduced in 2012 and 2013 employ competitive forms of elite recruitment, owing to the fact that electoral processes have been absent. Rather than, for instance, in Egypt and Tunisia, elections for parliaments and presidencies, or constitutional referenda have not characterized this transition period. Elite change came about through an inclusive negotiation process in a National Dialogue Conference. Its composition represented different strata and interest groups in society, but it was not inspired by competitive procedures, in which the population was asked to vote for their representatives. Another form of co-optative recruitment—concurrent to negotiations in the National Dialogue—could be witnessed behind the scenes: only poorly disguised as “security sector reforms,” the new president Abd Rabbuh Mansour Hadi began to replace the higher echelons of security and military officers, loyal to him and recruited primarily from his Abyan province. Elite change here characterizes a continuing power struggle between formerly sidelined regime members—such as Hadi and Ali Mohsen—and the Saleh family which has continued to play a role in post-revolutionary politics. The findings in this paper are based on a three-week long research mission to Sanaa in January 2013, during which I conducted multiple open-ended, semi-structured interviews with political observers, civil society activists, and members of the Yemeni security forces. If the security situation allows me to return to Sanaa, I will do so on a follow-up mission in September of this year.