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This article describes the reasons for a move by poorer workers in late-Victorian Britain away from a belief that voluntary worker-led organizations could provide effective insurance and welfare support, to a greater faith in the State and its services. Relationships within friendly societies—often argued to be key institutions in the development of working-class unity and identity—were less harmonious and trusting in this period than is normally portrayed. Poorer workers in particular developed a distrust of these institutions and especially of how the often better-off working-class leadership treated members. This loss of faith was seen in the great growth of the “dividing” friendly societies as workers abandoned the mainstream clubs, and an increased belief in the potential fairness of State-administered institutions as the resentments felt about the societies overcame working-class suspicions of government provision and control caused by the new Poor Law and its miseries. What has previously been seen as the ideological rejection of State interference by ordinary society members was instead often a response to specific legislative provisions which would have reduced the power of individual members within and against the distrusted clubs. Examining relationships within these hugely important working-class organizations allows us to understand more fully what have often been seen as the confused and inconsistent attitudes of the poorer working-class towards the role of the State, and provides a more accurate historical background to recent arguments about whether welfare provision should be handed back by governments to the management of such voluntarist bodies.