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This article seeks to move past either/or perspectives that posit populism as democratic OR anti-democratic. Instead, populism is conceived of as an ambiguous form of political incorporation that has two faces: a democratizing face that promotes inclusive empowerment and an autocratic face that fosters exclusive elitism. The tension between these two faces helps explain the paradoxical fact that populism, which supposedly seeks to empower “the people”, has frequently led to authoritarian rule in Latin America and also precipitated numerous anti-populist left/popular grassroots backlashes. A focus on populism’s two faces also provides a way to make sense of the contradictory and at-times puzzling dynamics of national and local politics in Chávez-era Venezuela, one of the most important instances of populism in contemporary Latin America.