This article is concerned with explanations of the failure of stateformation and nation building in liberal Italy, and concentrates on attempts to integrate western Sicily into the new political framework. The marxist account of this process has emphasized the extent of peasant revolt against the new state, and its brutal repression. Unification, it is argued, failed because it was based on coercion and domination rather than on leadership by popular consent. The present article suggests that this explanation is incomplete as it ignores the behaviour and attitude of local elites within western Sicily. The dominance of local affairs by such groups was challenged by the advent of a modern centralizing state. The article uses records from this period to show that many local notables frustrated government efforts to set up new town councils, new police forces and a liberal judicial system. This kind of resistance was far more difficult to overcome than popular revolt, because it could (and did) challenge the whole basis of centralized liberal rule. The article also looks at the military repression of the 1860s and argues that it too was undermined by the opposition of local elites. An additional reason, therefore, for the failure of unification after 1860 may be the new state's lack of appeal among its supposed class allies.