In 1989 a popularly elected government ended Venezuela's largest urban protest in a massacre, killing hundreds. A decade of social and political upheaval ensued culminating with the demise of a democratic order founded on January 23, 1958, when military insurgents and the urban populace in Caracas ousted right-wing dictator Marcos Perez Jimenez. The eventual collapse of Venezuela's "Fourth Republic" (1958-1998) surprised scholars and politicians who had long praised its enlightened statesmanship, strong political parties, legitimate electoral processes, and clientelistic politics as the keys to social tranquility in this wealthy petro·state. Yet the 1989 massacre revealed the existence of a socially and politically illegible urban population that stood outside the well-consolidated party and trade union system characterizing Venezuelan democracy. It also exposed a profound misreading of the elasticity underlying the social pact between state and what was thought of as the urban "masses." This dissertation examines the evolution of grassroots popular political consciousness, and the emergence of a new social actor called by some the "multitude," in Venezuela's largest urban housing project. Built by Dictator Perez Jimenez in downtown Caracas, the "January 23" projects were both central in the 1958 revolution that democratized Venezuela, and a site of mass killings in 1989. What were the bases for popular loyalty in the interim, and for popular understandings of legitimate disloyalty? How did popular sectors since 1958 interpret shifting structural conditions and state policy, in times of plenty and of scarcity? How did popular perceptions of the rise of neoliberalism contribute to shifting the parameters of formal and informal politics, leading to the controversial 1998 rise of military rebel-turned-president Hugo Chavez? These questions contribute to a literature in which the concept of “multitude" links events in contemporary Venezuela to popular insurgencies in Argentina (2001) and Bolivia (2003), arising from the crisis of neoliberalism