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This article examines the roots of regime dissolution and reconstruction through a case study of waterfront development in Philadelphia. The impetus for political change has been the progressive ideas, values, beliefs, and practices of a grassroots movement composed of middle-class residents and two prominent institutions that had previously supported the city's progrowth regime. That movement has coincided with and contributed to other political initiatives, including the election of a progressive mayor in 2007, all of which may foreshadow the rise of a new governing coalition. The study has implications for regime theory, which emphasizes the role of material resources and institutions in explaining regime change while neglecting ideological and cultural factors. [ABSTRACT FROM AUTHOR]