This chapter examines the rise of the Venetian Republic and its victories over autocratic rivals. The Venetian Republic was one of the most open polities of the Middle Ages, and it found itself in strategic competitions with other rival powers, including the Byzantine Empire, Genoa, and the Duchy of Milan. Like other dominant democracies before and since, Venice became a major trading, financial, and naval power and it was renowned for its shrewd diplomacy. In the end, Venice bested its rivals, even sacking the imperial city of Constantinople in AD 1204. At the peak of its power, the Venetian Empire’s territorial control spanned from northern Italy, along the Dalmatian Coast, to much of Greece and Anatolia, including Constantinople, with significant influence in the Levant, North Africa, and the Black Sea. Our friend Machiavelli admired Venice as “excellent among modern republics.”