This paper contributes to the panel’s effort to trace the influence of Modernization Theory on US policy in the Middle East by focusing on the afterlife of its ideas and the mythmaking endemic in their deployment. I argue these ideas have been sustained more by America’s self-image and the nature of its contradictory interests in the Arab world than by observed changes in or better understandings of the region offered by these theories. In the 1950s and 1960s, most policymakers and academics influenced by Modernization Theory thought that America’s interests could be served by a long term commitment to promoting socio-economic change and modernization. At the time, the US had a limited military posture in the region and few critical strategic commitments allowing it to consider the logic of tradeoffs between short- and long- term interests and between accommodating and confronting regional states and rising social forces like Arab nationalism. This logic could justify policies promoting modernization, which might threaten pro-US conservative regimes in the short term or call for giving aid to modernizing nationalist leaders not tied to the US-camp. By the 1970’s, however, as the Arab-Israeli conflict, stability in oil states, the Palestinian national movement, and fear of Soviet in-roads became more pressing short-term concerns, US strategy began to rely more on the deployment of military force, strategic ties to Israel, and the backing of repressive regimes which could suppress rising social forces. In other words, US policy makers no longer could afford to consider the “long term” of Modernization Theory. In tracing the decline of modernization approaches after 1970, this paper notes how the discourse of modernization could still be used to recast repressive authoritarian and military-led regimes as modernizing or enlighten autocrats who balanced change with stability. The discourse of modernization, now detached from the discredited corpus of Modernization Theory, was easy to recast along a new logic in part because Modernization Theory, with its linear model of change, was always predicated on a refusal to recognize the autonomous agency of modernizing subjects. The paper concludes by noting how in the wake of 9/11, many American policy makers recognized the limits of US regional strategy and rediscovered the long term. They developed “neo-modernization” approaches suggesting that US interests in the long term could only be sustained by promoting the transformation of culture, economic, political institutions of the region.