President Hugo Chavez was first elected President of Venezuela in 1998 on an anti-neoliberal platform that promised "power to the people" via processes of state-grassroots collaboration. The current process of social change is framed within a wider discourse and policy that aims to build "Socialism for the 21st Century" through the development of new forms of political, social and economic engagement based on new conceptualisations and practices of democratic participation. Central to this process are the Communal Councils and Social Missions; initiated by the government not only to provide essential services, but also to help educate and encourage marginalised individuals and communities to organise and mobilise for change. Supporters argue that the "Bolivarian Revolution" is promoting social inclusion, protagonist participation and the redistribution of power. On the other hand many critics see Chavez's reforms to date as an outmoded, top-down model of social change or as a classical populist project that serves to consolidate authoritarian social structures.Based on extensive fieldwork in Caracas from January 2009 to April 2010, I look beyond the rhetoric to uncover whether or not the ongoing processes of social change have contributed to new forms of political awareness and popular agency and whether or not there has been a transformation of power relations and structures. In doing so I contribute to theoretical debates into how radical change can be achieved in the 21st century, through a focus on grassroots movements, education and their changing relationship with the state.