In viewing American relations with the middle East since the Second World War, scholars have focused on the more dramatic events: Israel's independence in 1948, the Suez affair of 1956, and the post-1967 amalgam of conflicts and diplomacies. This, however, has resulted in a dearth of research on the inter vening periods, particularly the first half of the 1960s, when admittedly American leaders were preoccupied with events and crises elsewhere. Yet this period witnessed a substantive transformation in the American-Israeli relationship, complemented by a revealing twist in American relations with the Egyptian leader, Gamal Abdel Nasser. Relying primarliy on recently declassified documents, this paper seeks to explain both the course of American realtions with Israel and Egypt, as well as the reasons for the Middle East's relegation to the sidelines by American foreign policy decisionmakers. More specifically, two developments require explanation: Israel's emergence as an acknowledged ally of the Unisted States and recipient of offensive weapons; and the determination of American decisionmakers to pursue closer realtions wiht Nasser's Egypt despite numerous conflicting interests.