In many poorer countries, middle classes are reshaping economic and political life, and nowhere is this process more evident than in post-colonial India. This paper uses ethnographic research on student politicians from rich farming backgrounds to reflect on class "in the making". Building on a critical reading of the work of Bourdieu (1984), I document the ability of young men from rich farming families in western Uttar Pradesh (UP) to entrench their middle-class standing in the space of university politics. I pay particular attention to the local-level political networks through which upwardly mobile young men from rural middle-caste backgrounds seek to express, legitimize and secure their power. The paper points to the imaginative and energetic manner in which middle-classes in poorer countries defend their interests within local politics. I stress the importance of studying middle-class formation relationally and with reference to the spatiality of power.