The growth and evolution of towns during the nineteenth century has been thoroughly explored by urban historians. With their ballooning populations, rapid physical growth and complex internal relationships, it is understandable why towns and cities such as Manchester, Birmingham and London have captured the interest and imagination of scholars looking to understand the process that saw Britain transform from a rural society to the world’s first urbanised nation. However, there has been considerably less research carried out on smaller settlements while the Welsh urban landscape remains almost entirely overlooked.This thesis will employ Usk, a small town in Monmouthshire, south-east Wales to explore the experience of such towns during the nineteenth century. Using a variety of different sources including corporation, parish and local board records, newspaper articles and private correspondence, this thesis will explore the urban attributes of Usk to determine how they developed over the period in question and how its urban elite responded to the wider changes that transformed the urban landscape. It will explore the impact that centrally introduced reforms had on small towns to demonstrate that they were left without an effective form of local government and remained vulnerable to the influence of powerful aristocratic landlords and the growing authority of the county. The parallel processes of urban improvement and the development of urban based leisure, identified by Peter Borsay, will be examined to show that they were present in the smallest of towns but hindered by insufficient finances, limited space and reluctant ratepayers. Finally, internal relationships will be examined to show that in addition to the pressures touched upon above, the urban elites of small towns faced increasing competition from within the urban community as those from outside the traditional elite vied for their voices to be heard.