The Roman Empire was one of the few great world states-one that unified a large area around the Mediterranean Sea-an area never subsequently united as part of a single state. Whereas the great achievements of the Greeks were in the realm of ideas and concepts (democracy, philosophy, art, literature, drama) those of the Romans tended to be in the pragmatic spheres of ruling and controlling subject peoples and integrating them under the aegis of an imperial state. Conquest, warfare, administration, and law making were the great successes of the Roman state. We will look at this process from its inception and trace the formation of Rome's Mediterranean empire over the last three centuries BC; we shall then consider the social, economic and political consequences of this great achievement, especially the great political transition from the Republic (rule by the Senate) to the Principate (rule by emperors). We shall also consider limitations to Roman power and various types of challenges, military, cultural, and religious, to the hegemony of the Roman state. Finally, we shall try to understand the process of the development of a distinctive Roman culture from the emergence new forms of literature, like satire, to the gladiatorial arena as typical elements that contributed to a Roman social order.