When we think of ancient Athens, the image invariably coming to mind is of the Classical city, with monuments beautifying everywhere; the Agora swarming with people conducting business and discussing political affairs; and a flourishing intellectual, artistic, and literary life, with life anchored in the ideals of freedom, autonomy, and democracy. But in 338 that forever changed when Philip II of Macedonia defeated a Greek army at Chaeronea to impose Macedonian hegemony over Greece. The Greeks then remained under Macedonian rule until the new power of the Mediterranean world, Rome, annexed Macedonia and Greece into its empire. How did Athens fare in the Hellenistic and Roman periods? What was going on in the city, and how different was it from its Classical predecessor? There is a tendency to think of Athens remaining in decline in these eras, as its democracy was curtailed, the people were forced to suffer periods of autocratic rule, and especially under the Romans enforced building activity turned the city into a provincial one than the “School of Hellas” that Pericles had proudly proclaimed it to be, and the Athenians were forced to adopt the imperial cult and watch Athena share her home, the sacred Acropolis, with the goddess Roma. But this dreary picture of decline and fall belies reality, as my book argues. It helps us appreciate Hellenistic and Roman Athens and to show it was still a vibrant and influential city. A lot was still happening in the city, and its people were always resilient: they fought their Macedonian masters when they could, and later sided with foreign kings against Rome, always in the hope of regaining that most cherished ideal, freedom. Hellenistic Athens is far from being a postscript to its Classical predecessor, as is usually thought. It was simply different. Its rich and varied history continued, albeit in an altered political and military form, and its Classical self-lived on in literature and thought. In fact, it was its status as a cultural and intellectual juggernaut that enticed Romans to the city, some to visit, others to study. The Romans might have been the ones doing the conquering, but in adapting aspects of Hellenism for their own cultural and political needs, they were the ones, as the poet Horace claimed, who ended up being captured.