Located in Egypt's extreme Western Desert, thirty miles from the Libyan border and some 350 miles from Cairo, Siwa is the most unique of all Egypt's oases. The 24,000 people of Siwa Oasis speak a Berber dialect, Siwi; take Arabic as their second language in state schools; and consider themselves separate from the Egyptian population. The unique modern history of Siwa has been shaped by relations with Berber tribes, the Libyan Senussi monarchy, the Ottoman Empire, the Egyptian khedivial government, the British colonial government, and the modern Egyptian state. Each of these succeeding governments attempted to incorporate the oasis, and gain the loyalty of its citizens, through a series of development projects. They also attempted to control the population, which often lived outside of the military or political reaches of the state, through the institutions of the modern state, such as police and prisons. The local history of Siwa Oasis, therefore, exemplifies the process of Egyptian modernization and the building of the modern Egyptian nation-state. This paper will examine not only the attempt of successive states to control the oasis, but also the meaning and effects of nationalism and modernization for the population of the oasis. This paper will also show the way in which Siwans experienced and also contributed to notions of modernity and nationalism, leaving a profound impact and experiencing unique modes of accommodation and resistance. My research will take account of local, national, and imperial sources in order to situate the reaction of peasants to development projects within their historical relationship to both the state and to others in their community. By turning attention to this population, far from the centralizing forces of Cairo, my project argues for the ability of the case study to reveal a complementary and alternative national and regional history. It also questions the ability of the typical nation-state-based method of analysis to generate nuanced conclusions in studying the history of small places generally regarded as peripheral to the main currents of history.