The British occupation of Manila during the Seven Years' War was ostensibly a struggle between the British and Spanish crowns and their agents. But what was the state and who were the agents, especially in a place at the limit of British and Spanish imperial reaches? Of what did sovereignty consist, and how was it secured? This talk considers the complex and contradictory components of state power, focusing on the British. British state institutions- the East India Company and the Royal Navy-were formally though tenuously allied in the operation, but often at odds with each other. Even more, when we look closely at the personnel composing the British operation-sepoys, lascars, topasses, and enemy deserters, for example-and how those agents' allegiance was secured and sometimes insecure, we see how complex and fragile British sovereignty was a the far edge of its Indian Ocean world. It can also be argued that sovereignty's exercise depends in part on its own performance, demonstrating how the portrayal of the British occupation to locals created opportunities for related provincial revolts.