Although unrest had been a regular part of the Russian Empire, serious disturbances had been rare in the decades prior to 1905. Nonetheless, political discontent had been building since the controversial 1861 emancipation of the serfs by Alexander II. The emancipation was dangerously incomplete, with years of 'redemption' payments to the dvoryanstvo, and only limited, technical freedom for the narod (common people). Rights for the people were still embedded in a range of duties and rules which were rigidly structured by social class.

The emancipation was only one part of a range of governmental, legal, social and economic changes began in the 1860s as the country slowly moved from feudal absolutism towards market-driven capitalism. While these reforms had liberalised economic, social and cultural structures, the political system was left virtually unchanged. Attempts at reform were sternly resisted by the monarchy and the bureaucracy. Even agreed-upon development was limited; for example, less than forty provinces had zemstvo (rural councils), fifty years after the legislation was introduced. The raising of expectations, offset by the limited implementation progress, produced frustration which eventually led to rebellion. The feeling among those who rebelled was that the demand for 'land and liberty' could only be truly met by revolution.

Active revolutionaries were drawn almost exclusively from the intelligentsia. The movement was called narodnichestvo, revolutionary populism. This was not a singular and unified group, but rather an enormous spectrum of radical splinter groups, each with its own agenda. The revolutionaries' early ideological roots stemmed from the pre-emancipation work of the noble Alexander Herzen and his synthesis of European socialism and Slavic peasant collectivism. Herzen held that Russian society was still pre-industrial, and espoused an idealised view which considered narod and the obshchina (peasant commune) as the base for revolutionary change; as, in his opinion, the country lacked a significant body of industrial proletariat at the time.

Other thinkers argued that the Russian peasantry was an extremely conservative force, loyal to their household, village, or commune, and no one else. These thinkers held that the peasants cared only for their land and were deeply opposed to democracy and western liberalism. Later Russian ideologues gravitated to the idea of a leading revolutionary 'elite' or New class, a concept that was later put into action in 1917.

On March 1 (Old Style), 1881, Alexander II was assassinated in a bomb-blast by Narodnaya volya, a splinter of the second Zemlya i volya party. He was succeeded by Alexander III, a deeply conservative man who was heavily influenced by Constantin Pobedonostsev, a devotee of autocratic government.

Under Alexander III the Russian police political service (the Okhrana) acted very effectively to suppress both revolutionaries and proto-democratic movements across the country. The Okhranka scattered the revolutionary groups through imprisonment and exile. Members of revolutionary organisations often emigrated to avoid persecution. It was this emigration into Western Europe that first brought Russian thinkers into contact with Marxism. The first Russian Marxist group was formed in 1884, although it did not reach any significant size until 1898.

In sharp contrast to the social stagnation of the 1880s and 1890s were the huge modernising leaps in industrialisation, relative to Russia's relatively low technological level at the time. This growth continued and intensified in the 1890s, with the construction of the Trans-Siberian railway and the reforms brought about by the "Witte system". Sergei Witte, who became Minister of Finance in 1892, had been faced with a constant budget deficit. He sought to increase revenues by boosting the economy and attracting foreign investment. In 1897 he put the ruble on the gold standard. Economic growth was concentrated in a few regions, including Moscow, St Petersburg, Ukraine, and Baku. Roughly one third of all the capital invested was foreign, and foreign experts and entrepreneurs were vital.

Nicholas II came to power in 1894. Like his predecessors, he stubbornly refused to allow any political change.

By 1905, revolutionary groups had recovered from the oppressive 1880s. The Marxist Russian Social-Democratic Labour Party (RSDLP) was formed in 1898 and then split in 1903, forming the Mensheviks and the Bolsheviks. Vladimir Ulyanov (Lenin) published his work ''What Is To Be Done?'' in 1902. The Socialist-Revolutionary Party (SRs) was founded in Kharkov in 1900, and its 'Combat Organisation' (Boevaia Organizatsiia) assassinated many prominent political figures up to 1905 and beyond; this included two Ministers of the Interior, Dmitry Sergeyevich Sipyagin in 1902 and his successor, the hated Vyacheslav von Plehve, in 1904. These killings drove the government to grant more draconian powers to the police.

The war with Japan 1904-05, while initially popular, was now feeding discontentment, as military failures and unclear war aims alienated the people. The deep inequality of the emancipation was being re-examined, and the peasants were burning farms all across Russia. The boom of the 1890s had fallen into a slump and workers were expressing their grievances at their abysmal conditions. In 1903 one-third of the Russian army in western Russia had engaged in "repressive action".

On , the day known as "Bloody Sunday", there was a protest march in St. Petersburg, led by Father Georgi Apollonovich Gapon, hoping to deliver a petition to the Tsar, urging him to improve workers' conditions and to hold democratic elections to establish a constituent assembly. The protest was put down by armed force outside the Tsar's Winter Palace without the Tsar's knowledge as he was not in St. Petersburg at the time. Estimates of the number of deaths vary, but it is generally accepted that around a thousand were killed or injured. This event was the spark to push many groups in Russian society into active protest. Each group had its own aims, and even within similar classes, there was no overall direction. The main protestors were the peasants (economic), the workers (economic and anti-industrialism), intelligentsia and liberals (civil rights), the armed forces (economic), and minority national groups (political and cultural freedom).