Sketches the political and sociocultural history of Rome from its putative foundation in 753 BC to 212 AD, when the granting of citizenship to all of empire’s residents changed the empire’s character. This resolution to the question of basic civic rights, a continuing issue since the state’s acquisitive nature engendered cultural ferment, was more important than the doings of the Julio-Claudian dynasts (the ‘biographic tradition’ of historiography). Over the fifth and fourth centuries BC, the Conflict of Orders gradually more or less replaced rule by wealth (i.e., generally by birth) with merit, the highlight being the establishment of the Twelve Tables law code in 451-450. The effect was to establish ambition and competition at the heart of the social order; political reform was typically radical action (e.g., distributing land, offering subsidized wheat) justified as a return to past practice. Meanwhile, Rome’s expansion was built on willingness to incorporate defeated enemies into its army and society, and to manumit slaves, both unlike any other ancient society. Despite the primary political traditions of libertas and republican governance, the logic of the empire created the emperors: the scale of responsibility (e.g., territory, resources, population) could not be managed by a deliberative senate. Augustus, though inscrutable, created the dynasty’s template, but failed to solve the problem of succession. (Meanwhile the senate lapsed into a legislative body.) Making use of archaeology, Beard undertakes lengthy excursions into common life, sometimes betraying Whiggish assumptions, much as she earlier discusses the city’s founding traditions. In the Julio-Claudian era, there were few attempts to impose social controls. Local elites cooperated, doing Rome’s work by adopting its culture even as they retained local traditions. Christianity was the one religion which could not be adopted (suborned) by the empire. In conclusion, Beard holds that Rome’s treatment of basic matters of political philosophy, for example in the conflict between Cataline the radical demagogue and Cicero the traditionalist, remain fundamental to contemporary Western society. But her heart really lies in the sociology of a pre-modern empire and perhaps too its applicability to the 21st century.