"Participation" has three uses and meanings: cosmetic labelling, to look good; co-opting practice to secure local action and resources; and empowering process, to enable people to take command and do things themselves. Its new popularity is part of changes in development rhetoric, thinking and practice. These have been shifting from a standardised, top-down paradigm of things towards a diversified, bottom-up paradigm of people. This implies a transfer of power from "uppers" - people, institutions and disciplines which have been dominant, to "lowers" - people, institutions and disciplines which have been subordinate. The many labels and schools of participatory approaches in research and development tend to hide underlying changes in philosophy and practice. Rapid rural appraisal leading to participatory rural appraisal (PRA) is one example of a shift from data collection to data sharing and empowerment. With PRA, poor people have shown far greater capabilities to appraise, analyse, plan and act than professionals have expected. Empowerment of the poor requires reversals and changes of role. Some of the new approaches and methods, especially of PRA, make reversals less difficult and improbable than they used to be. PRA faces many dangers. For it to be used on any scale in an empowering mode implies widespread changes in bureaucratic procedures and culture, including more participatory management. This Working Paper explores these ideas, looking at Participation, The Paradigm Shift from Things to People, Power Relations: Uppers and Lowers, Change and Spread, The Paradigm Shift in Practice and the Implications (of the paradigm).