In the third and second centuries BC, the city-states of Karia, former province of Alexander’s empire, began to assert their independence in a rather noticeable way: they merged into larger polities. In order to explain why they did so, Polis Expansion and Elite Power in Hellenistic Karia rewrites the history of the region, which has traditionally been seen as dominated by empires and home to communities whose claims of freedom and democracy were a sham. With a detailed study of epigraphical, literary, and archaeological evidence, in this study a high level of local agency is revealed, as communities sought to shape their own destiny at moments of imperial weakness or withdrawal. Yet not everyone in a community stood to benefit equally from these mergers. Elites in particular reaped unique gains from them that provided access to well-connected cities or to regionally important sanctuaries, both of which represented important avenues for self-advertisement and status acquisition. These benefits suggest the ability of the wealthy to influence decisions that impacted the entire community, but such influence does not spell the decline and fall of democracy for these city-states. Rather, it illustrates the complex power relationships that defined the practice of democracy as it continued to evolve alongside the momentous rise and fall of Hellenistic empires, until the ascendacy of Rome curtailed popular government in the region permanently. This study furthers our understanding of the political landscape of Karia, the balance of power within the Hellenistic polis, the impact of interstate relations on local politics, and political and social identity within ancient democratic states.