This study investigates the drivers for the development of the elite Late Period tombs of the necropoleis of Memphis. It studies their conceptual basis in the context of the social and political situation of the Late Period. It examines the landscape of Memphis and explores the geographic, geological and man-made features that encouraged the creation of a sacred landscape with a view to discovering what features made this a desirable place for the building of tombs and why Late Period clusters of tombswere built in some parts of that landscape but not in others; it also considers the significance of their alignment. It sets out to discover what religious, social or ancestral factors made the elite choose the location of the individual tombs, what determined their structure and how they relate to older as well as contemporary structures. Finally, the reason for the positions of the different burial grounds of Memphis, and the interrelation between them, is explored in order to establish the socio-political factors influencing that choice.