James McCulloch had big plans for Victoria. To achieve these plans he needed political power. Political power depended upon popular support. But popular support alone was insufficient against two powerful forces. The first was local and patent. The Legislative Council, the upper house of the Victorian Parliament, was comprised of members who were elected to their seats by a tiny electorate of property owners and university graduates. These electors, the possessing classes, overwhelmingly opposed McCulloch’s programs because they correctly perceived that funding for them entailed either taxation of their wealth, confiscation of their property, or both. The other opponent to McCulloch’s programs was distant and latent. The Imperial government, centred in Whitehall, viewed developments in Victoria with interest and concern. Whitehall did not doubt the authority of the Imperial administration to bend Victoria to the imperial will. However, leading figures doubted the power of British authorities to achieve an acceptable set of outcomes contrary to the sentiments of a powerful popular will in a distant and turbulent locale. Local opponents of McCulloch constantly begged Whitehall to DO SOMETHING about their hate object. Meanwhile in Whitehall decision makers were in a state of consternation about whether any of the things that they might do would end up doing more harm than good. Thus the scene was set for a battle whose ruthlessness was rendered more subtle by its flirting with the fringes of extra-constitutionalism and outright insurrection.