This article discusses the current debate between populist and republican accounts of democracy. To talk about democracy is inevitably to talk about the idea of a people and its power. From the beginnings of the Western political tradition, 'the people' has referred to both a constituted part of society (populus) and to a part excluded from political society (plebs). The article examines the differences between populism and republicanism in light of the different ways in which these two parts relate to each other, and the resulting conceptions of the power of the people. For populism, the people have power when the plebs achieves hegemony within the populus by wresting control of the state from the 'wealthy' elites. According to the alternative republican account developed in this article, instead, the people have power when the plebs inscribes within the state the possibility of abolishing relations of rule. The distinction between these two conceptions of popular power is pursued in terms of the opposing attitudes that populism and republicanism have in relation to the rule of law. The article also raises a hypothesis as to the historical reasons for these distinctions between populism and republicanism by examining three historical moments, which are crucial for the development of plebeian politics: the early Roman republic, the Augustinian foundation of a Christian republic and the crisis of guild republicanism in Machiavelli's age. Contemporary Political Theory (2012) 11, 242-263. doi:10.1057/cpt.2011.25; published online 11 October 2011Keywords: populism; republicanism; rule of law; plebeian politics; Machiavelli; Cicero The revival of republican political theory has brought to the fore once again the importance of distinguishing between freedom as non-domination, which depends on the rule of law, and freedom as collective self-rule, which depends on a conception of popular sovereignty. For neo-Roman political theorists, popular sovereignty, being a species of sovereignty, is part and parcel of a theory of the state, whereas the rule of law -at least as it is conceived in the modern republican tradition -is not a mutation of state sovereignty r