This project explores Japan’s complex literary and cultural negotiation with China from the twelfth through the sixteenth centuries, focusing on the role of intermediary texts (dictionaries, encyclopedias, and commentaries) and the different modes of receiving and constructing Chinese culture depending on historical periods and scholarly lineages. As the larger process by which Chinese history and literature became part of the Japanese literary culture has long been studied on the assumption that there is direct textual continuity between Japanese texts (in literary Sinitic) and Chinese continental texts, the tracking down of citations, allusion, and references to Chinese source texts has commanded great scholarly attention. Yet this assumption obscures other, equally important histories – such as a popular understanding of Chinese culture, or a conceptual perception of Chinese culture, that was NOT based on direct textual continuity – that lies at the heart of this project. The introduction outlines three modes of receiving and constructing Chinese literary culture in pre-modern japan. One was the text-based, canonical view of Chinese history and literature, which relied almost exclusively on texts and genres that were canonized in the Nara and Heian periods state university (daigakuryō) – Confucian classics, Chinese official dynastic histories, and Chinese poetry. In contrast with it was a more popular, name-based understanding of Chinese culture that emerged from various intermediary genres (such as anecdotal literature, dictionaries, encyclopedias, and commentaries) both in China and in Japan. This mode of reception and construction was not based on texts so much as on what I call “cultural signs” (particularly Chinese names, well-known anecdotes, and visual cues) and required no knowledge of the original literary Sinitic. Third was a conceptual, term-based perception, manifested in such concepts as “loyalty” and “filial piety.” Written in the same kanji characters, these terms served as common threads linking Chinese and Japanese literary writings on the one hand, but also took on new meanings and associations in the Japanese cultural imagination. Chapter 1 outlines the importation of Chinese books and manuscripts in relation to the center of scholarship and the main intellectual groups up until the twelfth century. Drawing on evidence from commentaries on the Wakan rōeishū (The Collection of Japanese and Chinese Poems for Recitation, 1013) and from The Tales of China (Kara monogatari, late Heian period) on the themes of exile and loyalty, I discuss the rising interests in referencing anecdotal literature and compiling intermediaries (dictionaries, encyclopedias, and commentaries) in the twelfth century that eventually contributed to the formation of a more popular, name-based understanding of Chinese history and literature. Chapter 2 investigates the Japanese medieval interpretations of Chinese official histories (“Chūsei Shiki”), which features a tension and negotiation between the canonical and the non-canonical texts and gravitates towards recurring themes, character types, and core values. In particular, I look into the themes of wisdom, virtue, loyalty, and filial piety in A Miscellany of Ten Maxims (Jikkinshō, 1252) and The Tales of the Heike (Heike monogatari, ca. 1308-1311), which were largely constructed from a relatively more classical, Tang-based perspective, in despite of the fact that Chinese Song dynasty culture had already been imported to Japan along with the introduction of Chinese Chan (J. Zen) Buddhism in the thirteenth through fourteenth centuries. In Chapter 3, I examine the Taiheiki (A Chronicle of Great Peace, 1340s-1371), a unique text that acts as a nexus for many themes of this project. Analyzing the use of Chinese tales, maxims and proverbs, and poetry in relation to the themes of loyalty, wisdom, righteousness, and filial piety, I show that, unlike The Tales of the Heike, the Taiheiki revealed a thriving concern with the Song culture, which involved new editions, new commentaries, and new poetic theory. I also show that a conceptual, term-based perception of Chinese culture was taking shape. Chapter 4 explores the suddenly intensified scholarly exchange among different intellectual groups – the Zen monks, the Shintō priests, warriors, and court aristocrats – in the fifteenth through sixteenth centuries. Tracing the threads of new books and new theories in Kiyohara Nobukata’s lecture notes on the Mōgyū (Inquiry of the Youth), The Twenty-Four Filial Exemplars, and the picture scroll (emaki) of the Xianyang Palace, I discuss the expansion of knowledge and audience from priests and aristocrats to influential military families and wealthy commoners in late medieval Japan, the formation of new imaginations regarding Chinese history and literature, and the final transition from a pro-Tang prospective to a Song-centered understanding of China. In conclusion, I argue for the literary and cultural reception and construction of Chinese culture as not only a large and complex source text, in a long history of Sino-Japanese intertextuality, but as a complex cultural construction that was packaged and modified, sometimes for easy consumption, to reinforce key values (such as loyalty and filial piety), and that was readily identified even by those with limited access to literary Sinitic. By illustrating the processes by which Chinese history and literature were largely filtered through and transmitted by intermediaries into medieval Japanese literary culture, this project provides a new history of the reception of Chinese culture in the Japanese literary imagination.