The fifteenth century was an age of Arab power in the Egyptian countryside. During the final century of Mamluk rule, Arab or Berber groups acquired power and authority in most provinces of the Delta and Upper Egypt, and become more visible to us than in previous centuries, both in chronicles and in biographical dictionaries. Arab elite families were also the beneficiaries of more iqṭāʿ grants and acted as officials of the Mamluk state, in some places replacing the kāshifs or governors. Their status was endorsed by the Ottoman conquerors, who formalized the key role of Arab and Berber ruling houses in provincial administration. This rise in the power of provincial Arab elites is well known but has not yet received a systematic study. While scholarship acknowledges that many Arab groups were engaged in sedentary cultivation and that Arab houses were co-opted into Mamluk bureaucracy, it still views them as chiefly pastoralist and opportunistic. The Arabs are seen as preying on the weakness of the Mamluk state, as opposed to settled agriculture, and as a cause of economic and political decline. This essay follows the rise of Arab and Berber provincial houses in Egypt from 1350 up to the end of Mamluk period. It makes three broad arguments that seek to better integrate the history of the Arab and Berber elites within wider trends in fifteenth-century Mamluk history. First, I argue that the Arab families that came to power in the fifteenth century emerged from within the peasantry, either as the armed elements of village society or landless peasants who lost their tenancy rights. Second, I argue that the prominence of provincial Arab and Berber ruling families in the fifteenth century should be seen as coming on the heels of a series of earlier major Arab revolts against Mamluk rule, mainly—but not exclusively—in Upper Egypt, with mass peasant participation. Third, I argue that the rise of Arab elite families was a side effect of the decline of the iqṭāʿ regime in Egypt. The fifteenth century saw a sharp drop in the number of villages given out as iqṭāʿ, and a steep rise in the number of villages either endowed as waqf or handed over to the sultan’s private fisc. When the iqṭāʿ regime was in its heyday, between 1250 and 1350, the officers of the Mamluk army went out to the countryside to collect the land tax directly, bypassing the need for a large provincial bureaucracy and garrisons. After 1350, and especially from the beginning of the fifteenth century, Mamluk power in large parts of the Egyptian countryside was increasingly limited. Instead, the state often devolved provincial powers to Arab ruling families, in an admission of Mamluk inability to collect taxes in several provinces in Upper and Lower Egypt. Arab elites, brutally suppressed in the first century of Mamluk rule, were now indispensable for maintaining control and delivering agricultural surpluses.