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Taken together, the works of Jürgen Habermas and Michel Foucault highlight an essential tension in modernity. This is the tension between the normative and the real, between what should be done and what is actually done. Understanding this tension is crucial to understanding modern democracy, what it is and what it could be. It has been argued that an effective way of making democracy stronger is to strengthen civil society. This article contains a comparative analysis of the central ideas of Habermas and Foucault as they pertain to the question of democracy and civil society. More specifically, the discourse ethics of Habermas is contrasted with the power analytics and ethics of Foucault evaluating their usefulness for those interested in understanding, and bringing about, democratic social change.