This paper will explore the creation and development of a scientific organization dedicated to free science education for the citizens of Philadelphia that was created in a city already rich with scientific institutions and their associated patrons and political constituencies. Of primary interest will be the challenges faced by the Wagner Free Institute of Science of Philadelphia (WFIS) in confronting the intellectual and political elite of a 19th century American city undergoing the changes wrought by the Industrial Revolution and subsequent eras of prosperity and reform. Mercantilist and amateur natural history collector William Wagner founded the WFIS in 1855 for the improvement of the city and its people. He was inspired by the great civic and scientific institutions of the US and Europe such as the Cooper Union in New York City and the Museum d’Histoire Naturelle in Paris. Wagner started lectures in his own home with his own collection, moving to its current building upon its completion in 1865 and continued to teach and run the WFIS until his death in 1885 when the reins were turned over to famed American paleontologist Joseph Leidy who instituted a more ambitious and professional agenda of scientific research and communication. Responding to the dislocation and rapid changes to urban America during the mid-to-late 19th Century, William Wagner, along with a network of local intellectual and economic allies directly and indirectly challenged the growing disconnectedness and elitism of existing Philadelphia scientific institutions and their stakeholders. These challenges not only created a new, democratic space for public science, but also brought William Wagner and his network of scientists and science popularizes in contact and conflict with some of the most renown and powerful scientists and local politicians of their day, both to the WFIS’s benefit and detriment. I will explore the specific goals and motivations of the founder and his network, their strategies for achieving these goals in terms of curriculum, display, and outreach, and assess the success of the institution in reaching their target audiences and effecting the changes they sought while working within the existing political and intellectual power structures of their time. The paper will conclude with a consideration of how the work of the WFIS was influenced by historic trends both internal and external to the scientific enterprise and how the WFIS in turn influenced the community they served to create unique place for popular science.