When new democracies emerge, they may initially perform well on democracy’s twin dimensions of civil liberties and competitive elections. The media exercises new freedoms of communication, civil society organizations mobilize freely, and political parties, in contesting elections, regularly produce government turnovers. But gradually, democracy’s quality may decline, whether through mounting abuses of civil liberties and electoral procedures or outright executive and military coups. Indeed, democratic politics may grow so eroded that they fall into varying modes of authoritarian rule. Competing explanations for involve: (1) the presence of old elites who have survived democratic transition; (2) the emergence of new elites who, despite their newness amid democratic institutions, collaborate in perpetuating pre-democratic behaviors; (3) debilitating rivalries between old and new elites that block consensus over the worth of democratic institutions in mediating their relations; (4) structural conditions that in middle or lower-middle income settings promote both traditional outlooks and modernized aspirations, hence straining inter-elite and elite-mass relations in ways that involve populist pressures and strategies; and finally (5), inadequate institutional design, especially in electoral procedures, party systems, and legislative, judicial, and regulatory apparatuses. This paper examines three new democracies in Southeast Asia: the Philippines, Thailand, and Indonesia. It compares the patterns by which democracy has been diminished in these country cases and the extent to which erosion has taken place. Further, in drawing upon the explanations posed above, it analyzes the preferences and behaviors of old and new elites, the intensity of populist appeals, and their impact on institutional functioning.