My project examines the Japanese settler community in colonial Korea, one of the largest colonial communities in the twentieth century that remains largely unknown. Despite growing scholarship on Japanese colonialism, most studies approach the colonial period from the top down, focusing on policy-making or the imposition of the new economic structures. I propose to deepen this scholarship by examining the social dynamics of colonial encounter between Japanese settlers and Koreans. I will focus on the activities of Japanese merchants and their interactions with Koreans in the city of Seoul, from the annexation in 1910 to the beginning of World War II. My work aims to identify the multiple levels of engagement and informal conduits of power that mediated relationships among settlers, Koreans, and colonial officials in the domains of culture, political economy, and modernity. By doing so, it proposes to elucidate not only the internally complex process of empire-building from within, but also the empire-wide context of Japan’s modernity itself. The broader goal of my project is to explain the unusual intensity as well as the fragility of Japanese colonialism in Korea as a product of Japan’s simultaneous emergence as a modern state and an empire in the early twentieth century. I propose to demonstrate this relationship by examining settler colonialism, Korean nationalism, and Japanese modernity as mutually constitutive processes. As the first comprehensive study of settlers in colonial Kora, my work will contribute to the Japanese and Korean studies by integrating new methodological and theoretical approaches, and bringing hitherto unused sources located in Japan, Korea, and the United States. Beyond the study of Japanese colonialism, this project will contribute an innovative analysis to the interdisciplinary scholarship on colonialism by showing how “empire-building” and “nation-building” closely intertwined in a modern colonial project, and incorporating the Japanese empire, hitherto neglected by Western historiography on imperialism, into comparative studies of empires.