The governance paradigm has provided a dominant way of thinking about how to govern and found reflection in practice with the increased use of partnerships, networks and markets to deliver public services and programmes. The emergence of populism as a political force, however, calls into question the thinking behind the governance paradigm and some of its favoured tools for governing. Populism sees the task of governing in very different terms to that of the advocates and practitioners of governance. This article explores the populist challenge to governance. It shows that gaps in its analysis of a changed environment left the governance paradigm potentially open to populist attack. It explores how the governance paradigm might adapt to survive by developing either a more technical or a political dynamic to its presentation.