Authoritarian rulers have long sought to ensure the dominance of pro-regime elites in municipal elections and their continued support through various clientelist privileges (Harders 2003). Indeed, despite good governance, including, political decentralization reforms -- devolving greater powers to municipal governments -- research indicates that authoritarian rulers worldwide use economic reform as a tool to consolidate political support in order to stabilize larger regime interests (Craig and Porter 2006). Rather than redistributing power or including new voices, decentralization commonly results in elite capture. Morocco, which has implemented the most far-reaching decentralization reforms of any country in the MENA region, is no exception. Yet fieldwork in Morocco reveals that there are municipalities – albeit highly limited in number – in which local patrons have been displaced from power as a result of decentralization reforms. If, globally, regionally and nationally, decentralization has not on the whole resulted in the expected and hoped-for effects, what explains these municipalities? How were new political forces able to displace established elites from power? This paper argues that the displacement of established elites from municipal power in municipalities occurred less as a result of the devolution of powers and resources per se, although these too are important, but as a consequence of the discourse and values within which decentralization is embedded. Good governance and decentralization provided a discourse with which new contenders for power were able to challenge local elites. More significantly, united by the language of transparency and accountability and by their civil society activities, opposition members were able to build both crucial alliances and popular support. Ideologically-diverse civil society actors thus were able to build on their mutual concerns and NGO-efforts, forge seemingly unlikely alliances, and defeat established elites in the polls. This paper is based on an in-depth comparative study of three municipalities in Morocco, two in which elites were displaced from power and one in which established elites remain in power. The study is based on field research conducted in municipalities located throughout Morocco, representing fifty percent of the country’s regions. Interviews were conducted with mayors, councilors, civil society activists and employees of the Minister of Interior both in the municipalities and in Rabat. The field research, conducted in 2011-2012, is supplemented with primary and secondary sources.