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The War That Made the Roman Empire

Antony, Cleopatra, and Octavian at Actium

About The Book

A “splendid” (The Wall Street Journal) account of one of history’s most important and yet little-known wars, the campaign culminating in the Battle of Actium in 31 BC, whose outcome determined the future of the Roman Empire.

Following Caesar’s assassination and Mark Antony’s defeat of the conspirators who killed Caesar, two powerful men remained in Rome—Antony and Caesar’s chosen heir, young Octavian, the future Augustus. When Antony fell in love with the most powerful woman in the world, Egypt’s ruler Cleopatra, and thwarted Octavian’s ambition to rule the empire, another civil war broke out. In 31 BC one of the largest naval battles in the ancient world took place—more than 600 ships, almost 200,000 men, and one woman—the Battle of Actium. Octavian prevailed over Antony and Cleopatra, who subsequently killed themselves.

The Battle of Actium had great consequences for the empire. Had Antony and Cleopatra won, the empire’s capital might have moved from Rome to Alexandria, Cleopatra’s capital, and Latin might have become the empire’s second language after Greek, which was spoken throughout the eastern Mediterranean, including Egypt.

In this “superbly recounted” (The National Review) history, Barry Strauss, ancient history authority, describes this consequential battle with the drama and expertise that it deserves. The War That Made the Roman Empire is essential history that features three of the greatest figures of the ancient world.


Prologue: A Forgotten Monument—Nicopolis, Greece Prologue: A Forgotten Monument
Nicopolis, Greece

High on a hill astride a peninsula lying between the sea and a wide and marshy gulf, in a seldom-visited corner of western Greece, stand the ruins of one of history’s most important but least acknowledged war memorials. Its few remaining blocks only hint at the monument’s original grandeur. Just decades ago, these stones lay in an overgrown, Ozymandian jumble, but today, after years of excavation and study of the site, they reveal something of their original craftsmanship.

Today’s visitor sees regular blocks of limestone, marble, and travertine lining a terrace on a hillside. It is easy to make out remaining parts of the original Latin inscription, its letters carved with classical precision. Behind those inscribed blocks stands a wall marked at regular intervals by mysterious recesses. They are sockets for inserting the butt ends of the bronze rams of galleys captured in the fight. The rams protruded from the walls at 90 degrees, thirty-five rams in all. It was a massive display, the largest known monument of captured rams in the ancient Mediterranean. It was a trophy in all its barbaric splendor, adorned with weapons taken by force.

Yet, as any Roman knew, victory lay in the hands of the gods, and they were not forgotten here. Behind the two walls, higher up on the hillside, stood a huge open-air sanctuary consecrated to the war god Mars and the sea god Neptune. There was also an open-air shrine to Apollo, the lord of light. A sculpted frieze commemorated the triumphal procession in Rome that had celebrated the victory. The massive complex covered about three-quarters of an acre.

The monument might be considered the cornerstone of the Roman Empire. And it was entirely appropriate that it was laid here in Greece rather than in Italy, six hundred miles from Rome. This monument recalled a battle that took place in the waters below: the Battle of Actium. It was a struggle for the heart of the Roman Empire—over whether its center of gravity would lie in the East or the West. Since Europe was the child of the Imperial Rome that emerged from this battle, the struggle was indeed a hinge of history.

The battle also represented two ways of war, the eternal choice in strategy between the conventional and the unorthodox. One side embodied what seemed to be a sure thing: big battalions, the latest equipment, and ample moneybags. The other side lacked funds and faced resistance at home, but it had experience, imagination, and audacity. One side counted on waiting for the enemy, while the other risked everything on an attack. One side sought a head-on battle, while the other chose an indirect approach. Even today these issues remain central to strategic debate.

On a September day more than two thousand years ago, the crews of six hundred warships—nearly two hundred thousand people—fought and died for the mastery of an empire that stretched from the English Channel to the Euphrates River, and would eventually reach even farther, from what is today Edinburgh, Scotland, to the Persian Gulf. One woman and two male rivals held the fate of the Mediterranean world in their hands. That woman, accompanied by her maidservants, was one of the most famous queens in history: Cleopatra.

Cleopatra was not simply the queen of hearts and the icon of glamor immortalized by William Shakespeare, but also one of the most brilliant and resourceful women in the history of statecraft. She was one of history’s greatest what-ifs. She was at least part Macedonian, part Persian, and plausibly part Egyptian. Few women in history have played as big a role in the strategy and tactics of a world-defining war as did Cleopatra.

Her lover Mark Antony—he of Shakespeare’s “Friends, Romans, countrymen,” and the man who was Julius Caesar’s eulogist in the Forum after the Ides of March and Caesar’s avenger on the battlefield, at Philippi—was there fighting beside her. In the opposing camp stood Octavian Caesar, the future Emperor Augustus, and possibly the greatest imperial founder the Western world has ever known. Beside him was his right-hand man and indispensable admiral, Marcus Vipsanius Agrippa. Although often overlooked, Agrippa was the real architect of victory. He and Octavian were one of history’s great leadership teams. Not present at Actium but there in spirit (she was in Rome) was Cleopatra’s rival for Antony’s affection: Octavian’s sister and Antony’s recently divorced wife, Octavia. Although usually thought of as deferential and long-suffering, Octavia was, in fact, a skilled intelligence operative, based in the bedroom of her brother’s chief rival, no less. As often happens in history, seemingly minor players were major influencers.

Actium was the decisive event, and its consequences were enormous. If Antony and Cleopatra had won, the center of gravity of the Roman Empire would have shifted eastward. Alexandria, Egypt, would have vied with Rome as a capital. An eastward-looking empire would have been more like the later Byzantines, with even more emphasis on Greek, Egyptian, Jewish, and other eastern Mediterranean cultures than in the Latin-speaking elite of Imperial Rome. That empire might never have added Britain to its realm, might never have clashed with Germany, and might never have left the deep imprint that it did on western Europe. But it was Octavian who won.

About two years after the battle, around 29 BC, he dedicated the monument on the site of his headquarters and had it inscribed thus:

The Victorious General [Imperator] Caesar, son of a God, victor in the war he waged on behalf of the Republic in this region, when he was consul for the fifth time and proclaimed victorious general for the seventh time, after peace had been secured on land and sea, consecrated to Mars and Neptune the camp from which he set forth to battle, adorned with naval spoils.

The monument commands a panorama. To the south and east lies the Gulf of Actium (today’s Gulf of Ambracia); to the southwest, the island of Leucas (today, Lefkada); to the west, the Ionian Sea; to the northwest, the islands of Paxos and Antipaxos; to the north, the mountains of Epirus. Anyone looking up, from land or sea, would catch sight of the victory monument above.

In the plain below the monument, the victor established a new city, as antiquity’s great conquerors were wont to do. He called it Victory City, or, in Greek, Nicopolis. It thrived during the following centuries as a port city and provincial capital as well as a tourist destination for a quadrennial athletic festival, the Actian Games.

Victory City: no sooner had the warriors departed than the mythmakers descended. Was Actium a great victory? If acres of marble, legions of administrators, and quadrennial sweating athletes and cheering spectators said so, it must be true. The history books agreed, but the victors wrote those books. Octavian, or Augustus, as he would soon be known, would no doubt have approved of British prime minister Winston Churchill’s later dictum: the great Englishman said that he was confident of the judgment of history because “I propose to write that history myself.” At Nicopolis, Augustus wrote it in stone.

He also wrote it in ink, in Memoirs that were famous in antiquity. Although they influenced a few later surviving ancient works, the memoirs themselves disappeared long ago. Those surviving works offer only a sketchy picture of Actium, and they contradict each other on important points. Nor do we have Antony’s or Cleopatra’s version, although those too have left a few traces in the extant sources. The real story is hard to recover.

Actium was a great battle, but it did not stand alone. It was the climax of a six-month campaign of engagements on land and sea. A brief but decisive campaign in Egypt followed a year later. Nor were all of the operations military. The war between Antony and Octavian involved diplomacy, information warfare—from propaganda to what we now call fake news—economic and financial competition, as well as of all the human emotions: love, hate, and jealousy not least among them.

Like so much of what we think we know about Actium, the city and the monument that loomed above it are part of a myth. It’s a myth that’s all the more insidious for being invisible. Actium has generated a rich heritage of scholarship. Scholars know that the real story of Actium is far from the official version, and even they have disagreed over time. In the 1920s a leading school of thought pronounced that Actium was a minor battle because it opened and closed so quickly, and only Octavian’s propaganda made it seem significant. This school has since been supplanted, thanks to more recently discovered archaeological evidence and reinterpreted literary sources. The new material transforms the war that killed Antony and Cleopatra and made Octavian into Augustus, Rome’s first emperor, into an ever more intriguing conflict.

Not only is the lore of Cleopatra among the richest in history, but she herself invested the contest with mythic meaning from the start, as did both Octavian and Antony. Octavian professed to be the champion of the god of reason—Apollo—against the forces of brute and intoxicated irrationality. He claimed that the war was a battle of East versus West, of decency versus immorality, and of manliness versus a virago. Moderns tend to turn these categories around and see his propaganda as racism, orientalism, and misogyny.

What Antony or Cleopatra thought is harder to reconstruct, but the sources offer clues. Cleopatra asserted that she was the leader of the resistance against Rome, the champion of the entire eastern Mediterranean rising in armed and righteous anger against the arrogant invader from the West. More than that, she claimed to be a savior, the earthly embodiment of a goddess, Isis, whose victory would usher in a golden age. Antony, proud to be her consort, claimed to be inspired by the god who had conquered Asia, Dionysus, and he saw Octavian as not merely jealous but impious. (That Dionysus was also the god of alcohol gave Octavian’s propagandists an opportunity to moralize.) On a more mundane note, Antony considered himself the defender of the Roman nobility and the Roman Senate against a tyrannical upstart of low birth. Cleopatra felt that she was protecting the three-hundred-year-old House of the Ptolemies. And they both knew that they had to stop Octavian’s challenge or risk losing everything they had built for themselves and their children.

This book re-creates the Battle of Actium in detail. It also offers the first reconstruction of the turning point of the war: surprisingly, an engagement that took place about six months before Actium. It offers a reconstruction of the operational details of Agrippa’s daring amphibious assault on Antony’s rear that shocked the enemy and upended his expectations. Pitched battle captures the world’s imagination, but often in the history of war, it is unconventional tactics, executed in surprise, that make a difference. In the case of the Actium War, for instance, a key role was played by the deposed king of ancient Mauretania, fighting at a place called Methone, in an obscure corner of southern Greece. Antony, Cleopatra, and Octavian were nowhere to be seen.

Yet, as important as Agrippa’s amphibious attack was, it needs to be put in the context of a nonmilitary struggle that was more than a year old when it took place. The real war was an integrated campaign involving not only armed violence but also diplomacy, political maneuvering, information warfare, economic pressure—and sex.

Antony emerges from recent biography as a more impressive figure than previously believed. Source criticism, for example, has led to a new understanding of Antony’s “Parthian Disaster” of 36 to 34 BC, a military campaign that was only indirectly aimed at the kingdom of Parthia and that, if not a success, was hardly a disaster. In fact, the diplomatic aftermath allowed Antony to regain much of what he had lost. Yet that success makes his failure at Actium puzzling.

There is a mystery to be solved. The Actium War ended in the new city on the plain and in the gleaming monument of bronze and stone on a hill beside the sea. But the conflict that gave rise to it began a dozen years earlier in Rome.

About The Author

Photograph by Maria Åkerhielm

Barry Strauss is a professor of history and classics at Cornell University, The Corliss Page Dean Fellow at the Hoover Institution, and a leading expert on ancient military history. He has written or edited several books, including The Battle of SalamisThe Trojan WarThe Spartacus WarMasters of CommandThe Death of Caesar, and Ten Caesars. Visit

Product Details

  • Publisher: Simon & Schuster (June 21, 2023)
  • Length: 368 pages
  • ISBN13: 9781982116682

Raves and Reviews

“Actium was one of the most important battles in history, and Barry Strauss brings this stunning maritime collision vividly to life.”

– Admiral James Stavridis, USN (Ret) 16th Supreme Allied Commander at NATO and author of Sea Power: The History and Geopolitics of the World's Oceans

"The victory at Actium, Mr. Strauss argues in this splendid book, allowed Augustus to build an empire that lasted for nearly 500 years. The price was the destruction of the man who dared to oppose him, along with the woman for whom he had
risked everything."

– Arthur Herman, The Wall Street Journal

"Barry Strauss has the rare ability of being able to bring ancient history to life in a way that is both profoundly learned and highly readable. . . . [Although ] most readers will know the outcome of one of history’s most famous battles, Strauss somehow manages to maintain the suspense and tension until its end. . . . Superbly recounted."

– Andrew Roberts, The National Review

“[Strauss] is both a first-rate scholar who knows and understands his subject thoroughly and a fluent communicator. . . . A splendid account of those dramatic events and people who may not have been all that nice but were certainly never dull.”

– Adrian Goldsworthy, The New Criterion

"A master historian of the ancient world’s wars turns his attention to the battle that laid the foundations for the Roman Empire. . . . Few historians can bring such a battle alive better than Strauss. . . . It must now be considered the most up-to-date history of its subject."

– Kirkus Reviews

"A grandiose love affair, doomed lovers, a trio of titanic rivals, deadly political intrigue, culminating in a seismic battle at sea—historian Barry Strauss is the perfect narrator for this epic episode in ancient empire-building."

– Adrienne Mayor, author of Gods and Robots: Myths, Machines, and Ancient Dreams of Technology

"Barry Strauss pulls off the historian’s hat trick with his new book, The War That Made the Roman Empire. One, he tells the amazing true story as it truly happened; two, he brings the true historical characters vividly to life; and three, he puts it all within the Big Picture and tells us what it means. You feel as if you’re present at the events as they unfold, yet at the same time you’re getting the global contour and context of this drama as it affects, and has affected, our own time. The War That Made the Roman Empire is Strauss at the top of his game."

– Steven Pressfield, bestselling author of Gates of Fire and A Man at Arms

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