This text examines the successes and failures of the Agilofingi dukes and their Carolingian royal successors as they attempted to establish effective territoriaity within early-medieval Bavaria. The dukes and kings relied heavily on two major strategies: the use of the Church as an extension of the ruler's authority over both territory and its inhabitants; and the creation of proto-vassalic and vassalic ties with members of the landowning class. Pursuit of these strategies forced the Bavarian rulers to deal with the ambivalence of their clerical and secular elites whose patters of loyalty were shaped by a variety of familial, religious or territorial concerns of their own, not always compatible with the ruler's interests.