Occupy Wall Street galvanized the country and attracted thousands of participants, who came to New York City in order to protest corporate greed. Occupy Portland, standing in solidarity with Occupy Wall Street, began their encampment less than a month later and attracted more participants on its first day than did Occupy Wall Street. This grounded theory inquiry uncovers the principle reasons why individuals participated in Occupy Portland. The findings revealed that participants were (1) upset about the bank bailouts and corporate irresponsibility; (2) swept up by the size and organization of Occupy; and (3) looking to get some fundamental societal needs met. The findings do not neatly fit collective behavior or resource mobilization theory, paving the way for further scholarship.