Memphis is considered to have been the main metropolis of dynastic Egypt. For more than 3000 years the settlement played a primary role in political, economic and cultural life of the state, functioning as capital for long periods. Nonetheless, little is known about the setting and archaeology of the city itself, even when compared to other Egyptian settlements. This work investigates the context and archaeology of Memphis, recognising distinctive development phases, and examines potential reasons for historical changes. Sedimentary records of 77 boreholes taken in the area of Mit Rahina are analysed to detect palaeoenvironmental conditions and palaeo-landscape features. Their interpretation is sustained by a multidisciplinary approach drawing together prior archaeological, historical and geomorphological studies. A model reflecting the transformations of Memphis is formulated and multi-scale landscape and environmental changes in the Memphite region over the last 5000 years are established. According to this new model, a settlement was founded during the Early Dynastic Period on a complex of sandbanks which were separated and surrounded by three branches of the Nile. After its foundation and during the Early Dynastic Period and the Old Kingdom, the city grew on the western cluster of sandbanks while the West Channel was losing flow. During the First Intermediate Period and the beginning of the Middle Kingdom extreme floods significantly affected the settlement. It recovered during the Middle Kingdom when large-scale landscape management initiatives and strong interventions on the margins of the Central Channel were undertaken. By the New Kingdom, the Middle Birka was already dry land, mainly as a result of human intervention. The East Channel became the only active branch of the Nile serving the city and the Eastern Koms were intensively settled. In the Late Period the city had expanded to the Northern Koms and the North Birka silted up. During the Ptolemaic Period, the city reached its maximum extension, despite important changes in its status and social-economic background. Subsequently, the importance of the city declined with the end of the dynastic state, while the East Channel started to migrate slowly eastward. The city decayed and was abandoned after a few centuries. Some landscape and environmental changes are positively associated both with urban mutation and with different social, economic and political phases of Memphis’ history. Human interventions actively induced the evolution of both landscape and local environment. Events at the supra-regional level, both natural and especially anthropic, also had impact and are linked to changes at Memphis. Conversely, contingencies restricted to the Memphite region influenced the development of the state. Local situations at Memphis—e.g., crisis, disaster, conflict, prosperity, or affluence—could be magnified to the extent that they have been perceived as having affected the state as a whole. The foundation and development of Memphis were tightly interconnected with the fortunes of state and power. The city embodied the cultural and political identity of the state and maintained its prominence through dynastic Egyptian history. Triangular complex cause–effect relations between local changes in Memphis, historical change in Egypt, and climatic and environmental evolution both at regional and supra-regional scales are recognised. The significance of each varied with time, determining the evolution of Memphis and also of dynastic Egypt.