The collapse of the Federation of South Arabia has occupied much of the scholarly attention into the end of the British Empire in South Arabia. Numerous scholars argue the 1962 Yemeni revolution, commencing days after the Aden Legislative Council vote for Aden's merger into the Federation, denied the Federation the chance to secure its position. Some argue sufficient funds from Britain, vital for an underdeveloped state, were never forthcoming. Whereas some argue it was ‘betrayed’ by the Wilson Government's decision to withdraw from Aden and left to the mercy of the National Liberation Front (NLF). As argued already in this volume by John Harding and John T. Ducker, most accounts, therefore, blame the 1967 collapse on various pressures, mistakes and misfortunes to which it eventually succumbed. This chapter, however, takes a different approach. Rather than looking at the circumstantial position of the Federation, it seeks to examine, from the British perspective, the idea of a South Arabian federation. Several scholars note that the Federation of South Arabia was a problematic entity, but fewer explain exactly how and why. Noel Brehony argues that Britain's and the NLF's contrasting conceptual views of the Protectorate go some way in explaining why the NLF eventually succeeded. Spencer Mawby highlights how ‘Orientalist cliches’ framed British policy and military strategy, and influenced how intelligence was interpreted. British conceptions of South Arabian politics and society, modelled on the Indian Princely states, have been consistently highlighted to have not conformed to the realities of the Protectorate. If these were tenets of British thinking, what remains to be examined is how and why they, amongst others, culminated into a programme of federal state-building. To this end, this chapter will examine the Federation from official British perspectives, outline how the idea of a federated South Arabia was conceived and rationalised through the 1950s and early 1960s. There were, throughout this process, inherent conflicts and contradictions to British policy, magnified by conceptual contortions and inter-personal relations, that manifested themselves in the eventual creation of the Federation of Arab Emirates of the South in 1959 and the subsequent merger of Aden into it as the Federation of South Arabia. The viability of the Federation, therefore, can be called into question regardless, or at least in addition to, the immense circumstantial pressures it faced.