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Prevailing explanations of the contemporary populist upsurge tend to portray it as a response to rising anxiety. Some, like John Judis, argue that this anxiety is economic, driven by dissatisfaction with decades of rising inequality and stagnant wages in the developed world. Others, like Diana Mutz, argue that this is better understood as a kind of status anxiety, as white men respond to demands for equality and, in the US, the election of the first black president. A third group, exemplified by Chantal Mouffe, argues that neoliberal economics shrinks the space of the political, explaining populism of right and left as a necessary eruption of the political in the face of its repression. Each of these explanations have something to recommend them, but all these views also share a common, crucial flaw: all of them understand politics as a response to anxieties with causes outside politics and, as a result, none of them consider politics itself as a source of anxieties. This results in one-sided views of populism that both lack explanatory power and are normatively troubling. For example, there turns out to be surprisingly weak evidence that supporters of populism are themselves in economically precarious positions. And understanding populism as a response to racism suggests that populism merely takes instrumental advantage of pre-existing racism but absolves it of a foundational role in the rise of status anxiety. In this paper, I argue that we can address some of the weaknesses of these accounts by coming to see populist politics as itself generative of anxieties rather than merely responding to them. In particular, some populist movements imagine popular sovereignty entailing forms of political equality that are especially prone to produce anxiety. On this model, political equality requires a fearful watchfulness to assure that no one deviates from equality, lest that upset the equilibrium of society. I trace this conception of political equality to its roots in Hobbes, who roots natural equality in the possibility of murder and frames popular sovereignty as softening, but not ending, these anxieties by transforming natural equality into competitive, status-conscious political equality. Tocqueville adds to Hobbes’s account of the anxiety of popular sovereignty by showing how democratic equality itself can intensify racism. To find another path, I turn to Foucault’s account of the difference between domination and other power relations; I argue that conceptualizing democratic political status doesn’t require precisely equal levels of power and acknowledging this may avoid reproducing the anxiety that powers some reactionary populist movements.