George Orwell's Animal Farm is an example of dystopian literature, a genre he is so famous for. As many other pieces of dystopian literature, his novella is also influenced by the teachings of Karl Marx and the creation of socialism. The novella also represents a satire on the Russian Revolution. This paper aims to show how a dystopia arises from what initially seems a noble idea for creating an ideally just (utopian) society. The original idea of a utopian society was born out of Old Major’s dream and carried out after his death by farm animals and pigs as their leaders. Based on Old Major’s vision of the golden future, the basic commandments of the future society are established, but they turn out to be short-lived. The problem of leadership emerges first as pigs start to abuse their position as leaders. The education of animals proves difficult, which makes them liable to manipulation by pigs. Fear, a typical mechanism of totalitarian societies, is used throughout the novella in order to prevent rebellion. The fight for power between two leaders enables the creation of the ultimate enemy and further manipulation which leads to the establishment of a totalitarian society. Commandments are broken one by one, and animals start trading with humans. They forsake their individuality and rationality and are unable to think for themselves because the definition of freedom is dictated by pigs. Alleged traitors are slaughtered by the pig government but animals are still unable to comprehend the seriousness of the situation they live in. Animals slowly become aware that the difference between humans and pigs is not as great as they once thought and when they are unable to differentiate them it becomes clear that their utopia has transformed into a dystopian society.