The San-chieh (Three Levels) was a popular and influential Chinese Buddhist movement during the Sui and T'ang periods, counting powerful statesmen, imperial princes, and even an empress, Empress Wu, among its patrons. In spite, or perhaps because, of its proximity to power, the San-chieh movement ran afoul of the authorities, and its teaching and texts were officially proscribed numerous times over a several-hundred-year history. This study of the San-chieh movement uses manuscripts discovered at Tun-huang to examine the doctrine and institutional practices of this movement in the larger context of Mahayana doctrine and practice.