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While Sihanouk was abroad in 1970, he was ousted from power and fled to China. General Lon Nol, the prime minister, had hoped for US aid, but the US was occupied with Vietnamese troubles and didn't help. In the meantime, since his army was ill-equipped, they couldn't stop an invasion by the South Vietnamese, searching for North Vietnamese.

To add to Lon Nol's problems, Sihanouk had been persuaded to set up a government while in exile, called the Khmer Rouge. The Khmer Rouge became a thorn in Lon Nol's side along with the Vietnamese until the Khmer regime collapsed. Another contributing factor to the collapse was the repeated US bombing of the Cambodian countryside.

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In 1975, the Khmer Rouge was able to take over Phnom Penh and shortly thereafter, the North Vietnamese were occupying South Vietnam. The Khmer Rouge felt antipathy toward Cambodians living in urban areas and forced them to the countryside where they were forced to work in various forms of agriculture. Leading the Khmer Rouge was a man by the name of Saloth Sar, better known as Pol Pot. The government, Democratic Kampochea (DK), was run in part by rural Cambodians who were illiterate, but had fought along with the Khmer Rouge in the war.