This thesis proposes an explanation for why elites in authoritarian regimes withdraw their support for incumbents when faced with mass popular uprisings. Building upon the substantial scholarship on MENA (Middle East and North Africa) elites, I argue that the elite cadres supporting the region’s incumbents are drawn from three distinct elite constituencies: the military, the ruling party, and, the incumbent’s extended personal network and the security services, each of which possess their own distinct interests and preferences regarding regime change. The argument is tested against two endogenous and exogenous variables, synthesised from the authoritarian resilience literature. Through the use of an analytic narrative this thesis finds that the withdrawal of elite support during the mass uprisings was the result of long-term processes in both regimes. First, the increasing personalisation of both regimes contributed to withdrawal of elite support from both countries’ ruling parties and militaries. And second, the implementation of structural adjustment programmes accelerated this personalisation and inhibited the abilities of both countries’ ruling parties to mobilise support for the regime during the uprisings. The thesis further finds that the degree of military involvement in the formal political sphere contributed to shaping the divergent outcomes experienced by both Tunisia and Egypt in the immediate aftermath of the ouster of Ben Ali and Mubarak.