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Many scholarly works address extensively the causes of revolution, but surprisingly little work has been done to develop a theory on counter-revolution. Generally, counter-revolution has been understood simply as the failure of revolution; counter-revolution is rarely considered as a process in its own right. This thesis argues that counter-revolution is an important form of the transformation of state-societal relations that should be investigated in its own right, and not merely regarded as 'failed revolution' or as the restoration of the pre-revolutionary order. Between 2011 and 2013, Egypt experienced two uprisings. In 2011, the mass uprising led to the resignation of Mubarak and put his 30-year rule to an end, while in 2013 a second mass uprising allowed the military to take full control of the country. Therefore, Egypt provides an excellent example, and the opportunity for a better understanding, of counter-revolution. Revolutionary studies have failed to explain why the Egyptian revolution was so fragile. What was a promising start to the democratisation process, with free parliamentary and presidential elections, came to an abrupt end and remained misunderstood as counter-revolution. To address an important question regarding the study of the Egyptian counter-revolution, this thesis builds on the work of Antonio Gramsci, by reinterpreting its concept of subalternity - social groups who lack political power. This new interpretation of the concept of subalternity allows this thesis to argue that the Egyptian counter-revolution was not the result of a top-down restoration process due to the exclusion of civil society; rather, that it was the result of the shifting alliance between civil society groups and the military. This work aims to make a threefold contribution: (1) to establish a model that explains counter-revolution as the outcome of the open-ended revolutionary process depending on the interaction of the state transformation and the autonomy of civil society. I argue that the counter-revolution was the result of the power dynamics between the military, the Muslim Brotherhood, and the revolutionary movements. (2) To apply the concept of subalternity to the case of counter-revolutionary Egypt. This thesis identifies the main weaknesses that characterise the fragility of the revolutionary process. By comparing the strategies used by different social groups during the 2011 uprising, I seek to show that the strategy of cooperation used by the Muslim Brotherhood, while initially successful, failed to conquer political power because it excluded the confrontational strategy of revolutionary movements. (3) To reconsider state-society relations in Egypt. The post-coup state is not based on form of corporatism as was the case pre-2011; rather, Sisi's regime attempts to allow a meaningful participation of social forces in the formation of the counter-revolution state. By looking at the social drivers of the counter-revolution in Egypt through the lens of subalternity, this thesis offers a better understanding of the relationship between structure and agency during counter-revolutions that could be applied beyond the case of Egypt.