Popular music in late modernity contains crucial ambivalences that ask for a non-reduc­tionist cultural critique. To that end, a multi-dimensional model is suggested for understanding sources, learning pro­ces­ses, recent changes, and resistance forms in pop and youth culture. On an objective level, a growing systemic rationality of technology, politics and economy induces counter-powers and counter-institutions. On a social level, a gradual release from traditional norms and relations inspire experiments with counter-values and counter-groups. On a subjective level new narcissist personal traits develop, leading to counter-identities. On a cultural level a growing reflexivity make counter-cultures try out open and flexible forms of symbolic interaction and music making.