The Kingdom of Ava, founded in 1364, considered itself the legitimate successor to the Pagan Kingdom and initially sought to recreate the earlier empire. At its zenith, Ava was able to bring the Taungoo-ruled kingdom and some Shan states under its control. However, it failed to regain full control over other regions, leading to a 40-year war with Hanthawaddy that left Ava weakened. The kingdom faced recurring rebellions from its vassal states, particularly when a new king ascended the throne, and eventually started losing territories, including the Prome Kingdom and Taungoo, in the late 15th and early 16th centuries.

Ava continued to weaken due to intensified raids from the Shan states, culminating in 1527 when the Confederation of Shan States captured Ava. The Confederation imposed puppet rulers on Ava and held sway over Upper Burma. However, the Confederation was unable to eliminate the Taungoo Kingdom, which remained independent and gradually gained power.

Taungoo, surrounded by hostile kingdoms, managed to defeat the stronger Hanthawaddy Kingdom between 1534–1541. Turning its focus towards Prome and Bagan, Taungoo successfully captured these regions, paving the way for the kingdom's rise. Finally, in January 1555, King Bayinnaung of the Taungoo dynasty conquered Ava, marking the end of Ava's role as the capital of Upper Burma after nearly two centuries of rule.