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This study argues some regime changes are best explained by marrying the literature on institutionalized politics of elections with that on social movements. Using the case of Malaysia that has recently experienced the end of a long-ruling regime, this study traces the social-political origins of institutional changes responsible for bringing about a new regime. The electoral coalition of opposition parties, the key institution that posed a credible challenge to and ultimately defeated the incumbents, did not emerge from a vacuum. Instead, it came from political elites’ efforts to canvas widespread social support for an electoral-reform movement. The movement has allowed the elites to not only mobilize the civil society but also forge alliance with other opposition parties—all of which rallying around a shared goal of electoral reform that cut across ethnic and religious cleavages. Over a ten-year period, these forces combined to transform the country from a “competitive authoritarian” regime to an “electoral democracy” as the opposition coalition progressed from mere electoral candidates to credible challengers. Notwithstanding the massive corruption scandal and the comeback of veteran leader Mahathir Mohammad that were important contributing factors, the interactive process between coalitional politics and the Bersih (The Coalition for Clean and Fair Elections) movement or “electoral contention” in McAdam and Tarrow (2010)’s term, was indispensible to the regime downfall. This study ends with examination of the scope conditions that social movements will help forge institutional changes contributing to regime changes. It also discusses the extent to which the process will apply to other competitive authoritarian regimes.