This paper is an attempt to chart the development of the cult of Avalokite vara (Bodhisattva of Compassion, Ch. Guanyin 觀音) in the seventh and eighth centuries in China through a study of the multifarious representations of this bodhisattva. Avalokite vara, sometimes understood to mean “he who looks down on the world,” is one of many celestial bodhisattvas who developed in tandem with the Mah y na movement that began in India around the beginning of the Common Era. As the personification of karu or compassion, Avalokite vara held powerful appeal to worshipers. Since the latter part of the fifth century,devotion to Avalokite vara had been steadily growing in China, attested to by the increasing representations of the bodhisattva in various contexts and media. Standard iconographic features for Chinese Guanyin imagery were established by the end of the sixth century.Traditional representations of Guanyin continued to be made in the seventh and eighth centuries. In addition, we see the development of several esoteric forms of Avalokite vara, concomitant with the introduction and spread of esoteric Buddhism into China. This paper argues that the proliferation of esoteric forms of this bodhisattva, also called transformed Avalokite vara (bianhua Guanyin 變化觀音) in the late seventh and eighth centuries represented fundamental changes in Chinese Buddhism and Buddhist art, and that this change also had profound impact on neighboring cultures, especially the Buddhist art of the Nara 奈良 (710-794) court of Japan. Two case studies examined in this paper are Dunhuang Cave 148 and T daiji of Japan.