This chapter originates in an attempt to understand the nature of the Popular Front as a mass movement and as a provincial as well as Parisian phenomenon. Marseille is a particularly interesting example to study from this perspective because while its working class participated fully in the Popular Front their movement represented a profound change in the city's political traditions. The aim here is to demonstrate how the Popular Front movement combined together with other economic changes to produce this transformation in the local political system and to lay the basis for widespread working-class organization and action. This account is based on a more detailed study of the 1934–8 strikes in Marseille, but the focus here is on the political and social context rather than the factory floor. The chapter looks first at the special nature of Marseille's political and economic system prior to the Popular Front. Secondly, consideration is given to those economic factors which undermined Marseille's claims to specificity. The third and final part examines the way in which the Popular Front movement built on these changes both to speed up and secure the transformation from clientelism to class politics. The chapter's argument is not that this process was completed during the 1930s but rather that the success of the Popular Front movement in Marseille was both a consequence of, and itself accelerated, the change in the local political system. The account therefore seeks to advance the process of rediscovering the local origins of a Popular Front movement which has too often been described purely in national or at best Parisian terms.