Annie S. Swan (Mrs Burnett-Smith) was one of the most commercially successful popular novelists of the later nineteenth and early twentieth centuries. She wrote 162 novels under her own name and at least forty under the male pseudonym David Lyall, as well as numerous journalistic articles throughout a literary career which began with the publication of Aldersyde in 1883 and ended with the author's death in 1943. It is probable that of all women writers included in this volume, she had the largest readership. Annie Swan's Penny Stories, for example, sold 140,000 copies in the first week. Her autobiography My Life (1934), written at the zenith of her popularity, was reprinted six times within the first year of publication. Its readers, who came from all social classes, included Queen Mary and Mr E. Laffray, a prisoner in Pentonville jail. Much of this popularity was due to the development of mass literacy during her lifetime. Nothwithstanding her popularity she was comprehensively dismissed by most Scottish literary critics including Mrs Oliphant, J. H. Millar and Hugh MacDiarmid. Her work was seen as belonging to the ‘Kailyard’ school which presented a falsely sentimental image of Scotland. Swan's work brings into sharp focus the legacy of continuing confusions about the Kailyard in Scottish criticism which does not always distinguish effectively between popular and literary writing. Swan was part of the Kailyard, but she must be understood in wider contexts. In her writing, she shows herself to be a woman of her day strongly supporting conventional notions of womanhood. This has led to criticism from sociologists and historians that her books were instruments of social control. Yet, despite holding these conventional opinions, she used the economic power her earnings brought her to retain a degree of individual freedom in her own life which she felt no need to accord to her fictional creations. Annie S. Swan's novels are straightforward works of popular fiction - she herself never claimed anything more for them - but the issues she highlights in literary history and the choices she made as a woman writer are complex. After setting the historical context, this essay will discuss her relationship with Kailyard fiction and her significance as a woman writer.