The "myriads" who built the pyramids were quite possibly "not decently buried themselves". The pyramids had been built during the Old Kingdom, the first of three series of Egyptian dynasties. The Middle Kingdom was different. It was hardly a democracy, but in various ways the pharaohs were less grand and overbearing than in earlier times. Although there had been no mass uprising against the pharaohs of the Old Kingdom, their rule had given way to that of local monarchs. The kings who reunited Egypt under a single ruler were certainly grand, but they acknowledged their humanity in ways that might have seemed alien to the earlier pharaohs.

Their pyramids were smaller, and the "sarcophagus writings" that had helped the souls of earlier pharaohs were made available to lesser mortals. In addition, all men and women could find salvation through the funeral cult of the god Osiris. Surviving images of the Middle Kingdom pharaohs show their human characteristics—unlike the god-like portrayals of their ancestors. In one contemporary tale, The Story of Sinuhe, the pharaoh is portrayed as a kindly shepherd. Another story suggests a certain respect for the intelligence of the common people: in The Tale of an Eloquent Peasant, a man who has lost a donkey to thieves makes such eloquent pleas to the magistrates for its return that they keep him in custody so that they can enjoy his oratory.

During the Middle Kingdom, the pharaohs developed a standing army and extended Egypt's influence towards Libya and Palestine and deep into Nubia. The period ended with invasion. In the early part of the 17th century BC, Semitic invaders (called Hyksos) swept into Egypt, most probably from Palestine and Syria. They would control Egypt for roughly two centuries.

The rulers of the 13th Dynasty (1801-1648 BC)—some 50 or more in about 160 years—were weaker than their predecessors, although they were still able to control Nubia and the administration of the central government. During the latter part of their rule, however, their power was challenged by the Hyksos who invaded from western Asia. By the later 13th Dynasty there was a large Hyksos population in northern Egypt. As the central government entered a period of decline, their presence made possible an influx of people from coastal Phoenicia and Palestine and the establishment of a first Hyksos dynasty, the 14th Dynasty, in 1548 BC. This marks the beginning of the Second Intermediate period proper, a time of turmoil and disunity that lasted for some 100 years.

The Hyksos of the 15th Dynasty ruled from their capital at Avaris in the eastern delta, maintaining control over the middle and northern parts of the country. At the same time, the 16th, or "Lesser Hyksos" Dynasty also existed in the delta and Middle Egypt, and was subservient to the Hyksos. More independence was exerted in the south by a third contemporaneous power, the Theban 17th Dynasty (1648-1550 BC), which ruled over the territory between Elephantine and Abydos. The Theban ruler Kamose, who reigned about 1576-1570 BC, battled the Hyksos successfully, but it was his brother, Ahmose I (1550-1525 BC), who finally subdued them during the first decade of his reign, reuniting Egypt in 1540 BC.

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