This article explores the underlying theories of political change that have informed the internationally-led state-building efforts in Bosnia and Iraq. Despite their disparate origins and goals, these two state-building efforts are supported by strikingly similar assumptions and theories regarding how political change occurs. One bright thread runs through both efforts: the primacy given to getting the 'right' elites into power. However, in both cases external state-builders found that installing the right elites was both more complicated and less helpful than expected, in terms of laying the groundwork for the establishment of stable democratic states. The experiences of Bosnia and Iraq raise major questions about the use of democracy as a means of regime change, especially where regime change involves not only rearranging the political balance of power, but also recalibrating social and economic power.