This project interrogates the bounds of empire by recovering neglected discourses of resistance to foreign domination in nineteenth century East Asia. During this period, European empires encountered several difficulties in expanding into East Asia, due in no small part to how actors like the Qing statecraft reformers and Tokugawa daimyo and political elite resisted Western colonial ambitions in these contested spaces. However, recent scholarly accounts have placed too much emphasis on how political elite in China and Japan either modernized technology or pushed for treaty re-negotiation, to the neglect of the broader discourses about domination that informed these efforts. By recovering these discourses around domination and resistance, this project unsettles conventional post-colonial histories of nineteenth-century empire, moves beyond narratives of “modernization” that have bedeviled East Asian political and economic histories for decades, and revises our conceptual understanding of empire in political theory, which has largely relied on a stark contrast between imperial domination and anti-colonial resistance. Drawing on an array of primary sources in classical and modern Chinese and Japanese—some of which have never been translated into English—I foreground the political thought of two influential East Asian scholar-officials: Wei Yuan (魏源, 1794-1856) and Sakuma Shozan (佐久間 象山, 1811-1864). I contend that their shared framework of “learning foreign conditions to master the foreigners” attempts to resist foreign imperial domination with the very same political, military, and economic infrastructures of empire (e.g. diplomatic negotiation, commercial trade, and advanced naval technology) used against Asia by Europe and the U.S. In short, Wei’s and Sakuma’s anti-colonial resistance cannot be understood apart from their efforts at imperial domination—a reality that challenges standard frameworks of imperial domination and anti-colonial resistance in the history of political thought.