Prominent scholars have viewed the Great Reform Act as a concession made by incumbent elites in order to defuse a revolutionary threat. In this essay, we argue that the threat from below did not entail a significant risk of regime overthrow and was addressed by establishing professional police forces in all provincial towns and half the counties. Such forces had been stoutly opposed by the gentry since the Glorious Revolution, on the grounds that they would increase Crown power too much. To make professional police forces palatable to the middle class required first reforming both budgets and elections at all levels of governance (national, municipal and county), so as to ensure taxpayers that their representatives would control the finances of the new forces