This paper proffers an analysis of those elites within orthern Italian society who did, with varying degrees of intensity, embrace the new religious ideas of the period. The analysis focuses on three groups: (1) highly-placed ecclesiastics; (2) the court nobility; and (3)urban elites. It argues that each of these groups played a distinctive role in shaping the Italian response to the Reformation and in the propagation of heretical ideas. What remains mysterious, given the intensity of the propaganda campagn that the elites undertook as well as social conditions in northern Italy that were apparently ripe for reform, is, ultimately, their inabilty to reshape the policies of the northern Italian courts and cities and thereby gain support for a more robust, politically-sanctioned "Reformation." In the end, the author argues that the primary obstacle must be located in the peculiarities of the political regimes of this period, and the general subordination of the church to the state in northern Italy during the sixteenth century.