The fall of Suharto has drawn much media and academic attention but the focus has been on the elite perspective, the role of the regime and military, and little has been published on civil society. Gender issues are also often by-passed. Indonesia is at a crossroads and the greater involvement of civil society is being seriously considered for the first time by government representatives and demanded by civil society actors, political think-tanks and social commentators. This study, which covers the lead up to and ousting of Suharto up until the 2004 democratic elections, analyses the role of civil society in Indonesia’s transition towards democracy by applying social movement theory and the framework of political opportunities. It shows the importance of social movements as civil society’s primary catalysts for change, and the need for a strong civil society to take over where the social movements left off in order to consolidate attitudinal changes in the political, economic and social spheres. The actions and limitations of various parts of the Indonesian pro-democracy movement are discussed, providing case studies of three groups of actors - the student movement, the women’s movement and the labour movement - focusing on times when they have joined forces to form social movements. The shortcomings and successes of the pro-democracy movement are discussed, as are the prospects for civil society in the future.