The Freie Wähler (free voters, FW) offer the rare chance to analyze parties in the making. Their long-time anchoring in local elections, centrist, middle-class political orientation, and bifurcated organizational structure distinguish them from other new political parties that aspire to participate in Land (state), national and European elections. Against the backdrop of FW success in Bavaria, where they received 10.2 percent of the vote in 2008, this article explores the FW expansion to the state level but not their national aspirations. In contrast to most studies that emphasize opportunity structures that work in favor of new political actors, this article highlights their dialectical nature. For example, the FW self-image is based on their difference from political parties, but the rules of the game push them to the status of "almost-party" at the local level and parties at the Land level. Their local roots are a source of legitimacy, but when they reach beyond, divisions among members and voters hold back their electoral fortunes. Independence and issue orientation are appealing to some voters but hamper the establishment of a clear identity and effective campaigning in state elections. Success for FW candidates is linked to the weakness of the dominant parties in the conservative camp. Spatial-temporal conditions are significant in considering the future of the FW at the Land level.