The chapter focuses on Manuel's reign in Thessalonike between 1382–87. It is argued that in contrast to his earlier despotate in Thessalonike, Manuel established a separatist reign that was in rebellion with Constantinople. Topics discussed include the siege of Thessalonike by the Ottomans, the emergence of Manuel's literary networks, the literary features of his letters from the period, his chief characteristics as a ruler and his intimate friendship with Demetrios Kydones. It is argued that Manuel's taxation policies further alienated the citizens from his cause, while his reign in Thessalonike also witnessed to his early clashes with ecclesiastics. Manuel's stance towards the Ottoman siege of Thessalonike receives special attention; it is argued that his refusal to surrender the city partially stemmed from his desire to save face. In the chapter, Manuel's Discourse to Thessalonians is analysed with regards to its political messages, literary features and reliance on Aristotelian ethics.