This paper looks at how the British formulated their policy, in order to promote the Allied war effort, in the southwest Iranian province of Khuzistan during World War II, and how this policy changed by the end of the war. Khuzistan was vital to the war effort owing to the massive oil installations of the Anglo-Iranian Oil Company and its location as the starting point of the Persian Corridor. Throughout these years, the British were presented with numerous challenges from the Iranian government and the shaykhs of Khuzistan. In order to ensure the stability of oil production and moving material north to the Soviet Union, British officials and military planners sought to promote security in Khuzistan. The problem, however, was that historical enmities between the Arabs and the Iranian government threatened provincial stability. Throughout the war, tribal raids, disarmament campaigns, and oil workers’ strikes led by the Tudeh Party trade unions all posed a threat to the UK's ability to wage war against the Axis. Thus, the paper will examine British relations with the tribes, the Iranian government and military, and the Tudeh up until 1946. This paper will answer the following questions: How did the British balance the tribes against the Iranian government? Was there a difference in policy between the British military, the FO, and the Government of India? What role did AIOC officials have in policy formulation? How did the emergence of the Tudeh as a potent socio-political force alter British policy? And lastly, how effective was British policy in the short and long term? Studies of the British in Khuzistan have largely focused on the pre-Reza Shah period during the reign of Shaykh Khaz’al ibn Jabir, or during the oil nationalization crisis of the early 1950’s. British policy towards domestic Iranian elements has been neglected. The historical literature has not adequately address the British position vis a vis the Arab tribes, the national and provincial governments, and the Tudeh. By investigating the events unfolding in Khuzistan during the war and the way the British responded, this paper will help elucidate not only the Iranian domestic situation during WWII, but help illuminate British imperial and wartime policy in Iran and the Middle East in general. The sources employed for this paper include documents of the British Foreign Office, India Office, and War Office; materials obtained from the Archive of British Petroleum; and Iranian and British newspaper articles.