Most empires get one shot at greatness. They rise, dominate for a few centuries, and collapse into historical footnotes.

Babylon got two shots—with a 900-year intermission where they were conquered, occupied, and written off as finished.

This is the story of history's greatest comeback, and how an empire everyone thought was dead helped destroy the most feared military power the ancient world had ever seen.

When the Hittites sacked Babylon in 1595 BC, they didn't stay. They grabbed what they could carry and retreated back to Anatolia (modern day Turkey), leaving a power vacuum in Mesopotamia.

Into that vacuum came the Kassites (we briefly mentioned them last issue), a people from the Zagros Mountains whose origins remain murky even to modern scholars. They would rule Babylon for over four centuries.

The Kassite period is often dismissed as a dark age, but that's not quite accurate. The city remained important. Trade continued. The administrative systems Hammurabi had built kept functioning. But Babylon was no longer in control of its own destiny. It was a prestigious provincial capital in someone else's empire.

Then came the Assyrians.

By the 9th century BC, Assyria had transformed itself into a military juggernaut. From their homeland in northern Mesopotamia, near modern Mosul, the Assyrians built an empire through terror. And Babylon, with all its cultural prestige and economic importance, became their prize.

The relationship between Assyria and Babylon was complicated and often violent. Some Assyrian kings thought themselves as legitimate Babylonian rulers, seeking to absorb Babylon's cultural authority. Others treated the city as rebellious territory that needed to be punished. In 689 BC, the Assyrian king Sennacherib actually destroyed Babylon flooding the city, demolishing its temples, and declaring that it should remain desolate forever.

His son reversed this policy, recognizing that destroying Babylon made Assyrian rule in the south impossible. The city was rebuilt (expensive mistake to be sure). But the message was clear: Babylon existed at Assyrian sufferance.

Here's what's remarkable about those nine centuries of foreign domination: Babylon never stopped being Babylon.

The Babylonians maintained their language, their religious traditions, their literary culture, their sense of historical continuity. The scribes kept copying the old texts. The priests maintained the temple rituals. The merchants continued operating their networks.

This wasn't passive acceptance. It was active resistance through cultural persistence. And you wait for the moment when your oppressors show weakness.

That moment came in 626 BC.

Nabopolassar was a Chaldean (likely modern day Iraq) part of a tribal group that had settled in southern Mesopotamia and integrated into Babylonian society. He was serving as a governor under Assyrian authority when he made his move. Assyria was overstretched, dealing with internal succession disputes and external threats.

Nabopolassar declared independence and claimed the throne of Babylon.

The Assyrians couldn't let this stand. Babylon was too important economically and symbolically. But when they marched south to crush the rebellion, something unexpected happened: they failed. Nabopolassar held the city. And the longer he held it, the more his legitimacy grew.

Here's what made Nabopolassar different from previous rebels. He understood that Babylon couldn't defeat Assyria alone. The Assyrian military machine was too powerful, too experienced, too deeply entrenched. He needed an ally. And he found one in an unexpected place: the Medes (modern day Northern Iran).

The Medes were an Iranian people who had been consolidating power on the plateau east of Mesopotamia. Under their king Cyaxares, they had united various tribes and were building something that looked like an empire of their own. They had their own grievances with Assyria. And they had cavalry—lots of it.

Nabopolassar proposed an alliance. The Babylonians would provide infantry, siege expertise, and knowledge of Assyrian territory. The Medes would provide mobile cavalry that could strike fast and devastate Assyrian logistics.

Together, they would do what neither could accomplish alone: destroy Assyria completely.

In 612 BC, the combined Babylonian-Median army arrived at Nineveh, the Assyrian capital.

Nineveh was supposed to be impregnable. The city had walls so massive that chariots could race along the top. It had been the center of Assyrian power for over a century, stuffed with the plunder of dozens of conquered nations.

The palace complex contained what might have been the ancient world's greatest library with tens of thousands of tablets collected by King Ashurbanipal, preserving Mesopotamian literature and learning.

The siege lasted three months. Ancient sources suggest the attackers diverted the Khosr River, flooding parts of the city and weakening the foundations of the walls. Whether this is literally true or metaphorical, the outcome was clear: Nineveh fell.

And the victors showed no mercy.

The city was systematically destroyed. Temples were burned. Palaces were demolished. The population was massacred or enslaved. The destruction was so thorough that when archaeologists went looking for Nineveh in the 19th century, they initially couldn't find it. Two and a half millennia of erosion had buried what the Babylonians and Medes hadn't burned.

The biblical book of Nahum, written around this time, captures the sheer relief that much of the ancient world felt at Assyria's fall: "Nineveh is laid waste; who will grieve for her? Where shall I seek comforters for you?" The answer was: nowhere. Assyria had spent three centuries terrorizing its neighbors. When it finally fell, no one mourned.

The Assyrians weren't quite finished. Remnants of their army retreated west to Harran, near the modern Turkey-Syria border, and tried to regroup under Ashur-uballit II, the last Assyrian king.

In a twist that reveals just how much the geopolitical landscape had shifted, Egypt—Assyria's ancient enemy marched north to help them. Pharaoh Necho II recognized that a Babylonian-Median coalition was potentially more dangerous to Egyptian interests than a weakened Assyria. Better to have a known quantity as a buffer than allow new powers to dominate the region.

King Josiah of Judah tried to block the Egyptian army at Megiddo in 609 BC, apparently preferring Babylonian dominance to the possibility of Assyrian survival. He was killed in the battle, a death that the biblical authors treated as a tragedy for the kingdom of Judah.

But Egyptian intervention came too late. The Babylonian and Median forces crushed the Assyrian holdout at Harran in 609 BC. Ashur-uballit II disappeared from history. The Assyrian Empire, which had controlled territory from Egypt to Iran just a decade earlier, ceased to exist.

It was one of the fastest superpower collapses in ancient history. And Babylon, after 900 years of subordination, was back.

Nabopolassar didn't live long to enjoy his victory. But his son, Nebuchadnezzar II, would become one of the most famous rulers in ancient history, though not always for reasons he would have wanted.

Nebuchadnezzar inherited an empire and set about securing it. He campaigned repeatedly in Syria and the Levant, bringing the small kingdoms there under Babylonian control.

This included Judah, the southern Hebrew kingdom that had survived Assyrian conquest. When Judah rebelled in 597 BC, Nebuchadnezzar besieged Jerusalem and deported much of its leadership to Babylon. When they rebelled again in 587 BC, he destroyed the city and the Temple, effectively ending the kingdom of Judah.

This is how Babylon became the great villain of the Hebrew Bible. The Babylonian captivity the forced exile of the Jewish elite to Mesopotamia and became a defining trauma in Jewish history. The prophets Jeremiah and Ezekiel lived through it. The Psalms contain bitter laments about it: "By the rivers of Babylon, we sat and wept when we remembered Zion."

From the Babylonian perspective, this was just standard imperial practice. Rebellious territories got punished, and deportation of elites prevented future uprisings. The Assyrians had done the same thing. But for the Jewish people, being taken to the land their ancestor Abraham had left centuries earlier felt like historical irony of the cruelest kind.

Nebuchadnezzar poured resources into Babylon itself, transforming it into perhaps the most impressive city of the ancient world.

The Ishtar Gate, decorated with glazed blue bricks and images of dragons and bulls, became one of the wonders of ancient architecture.

The Hanging Gardens, if they existed at Babylon rather than Nineveh, which remains debated were supposedly built to please a Median wife who missed the green hills of her homeland.

The city's walls were expanded to legendary proportions. Herodotus, writing two centuries later, described walls wide enough for a four-horse chariot to turn around on top. Modern archaeology suggests he exaggerated, but not by as much as you might think. Babylon under Nebuchadnezzar was meant to impress and intimidate in equal measure.

The Babylonians also maintained and expanded the great ziggurat dedicated to Marduk, the chief Babylonian god. This massive stepped pyramid likely the inspiration for the biblical Tower of Babel story dominated the skyline and symbolized Babylon's religious importance. The city wasn't just a political capital. It was a sacred center, a place where heaven and earth were believed to meet.

Babylon's resurrection reveals something important about how empires actually work. Military conquest matters, obviously. But cultural continuity matters more than we usually acknowledge.

Babylon survived nine centuries of foreign rule because it maintained institutions religious, linguistic, commercial that proved more durable than any particular regime.

When Nabopolassar rebelled, he wasn't inventing something new. He was reclaiming something old. He positioned himself as the restorer of legitimate Babylonian kingship, not as a revolutionary. This mattered because it gave his rebellion historical weight. He wasn't just another warlord. He was the instrument of Babylon's destiny.

This is why conquerors throughout history have struggled with the question of whether to destroy or co-opt prestigious cultural centers.

The lesson extends beyond ancient Mesopotamia. You can occupy a country, but if its people maintain their identity their language, their stories, their sense of who they are then your control is always provisional. The occupiers need the occupied to function more than the occupied need any particular set of occupiers. And eventually, that asymmetry creates opportunities for resistance.

But Babylon's second empire had a problem that wasn't immediately obvious in 605 BC when Nebuchadnezzar defeated Egypt at Carchemish and established Babylonian dominance over the Levant. The alliance with the Medes that had been so crucial to defeating Assyria had created a new power on Babylon's eastern border.

The Medes controlled the Iranian plateau and the trade routes to Central Asia. They had proven themselves militarily capable. And they had helped carve up Assyria's territory which meant they now had borders with Babylon.

For a generation, the alliance held. Both empires were busy consolidating their gains and didn't want conflict with each other. But alliances built on mutual interest rather than genuine partnership have a tendency to fall apart when circumstances change.

And circumstances were about to change dramatically.

In the Median Empire, in the region the Greeks called Persis, a vassal king named Cyrus was coming to power. He was ambitious, capable, and had his own ideas about how the Iranian plateau should be governed. Within a generation, he would unite the Iranian peoples under a new name Persia and build the largest empire the world had yet seen.

Babylon had survived 900 years of occupation and destroyed the empire that had dominated it. But the next threat wouldn't come from Assyrian brutality or military conquest. It would come from something more subtle: an empire that conquered by making people want to surrender.

Babylon's triumph over Assyria teaches us something about the nature of historical justice and its limits. Assyria had terrorized Mesopotamia for three centuries. When it fell, there was a genuine sense that balance had been restored. The prophets saw it as divine judgment. The conquered peoples saw it as long-overdue revenge.

But empires don't really die. They transform. Babylon defeated Assyria militarily, but it inherited Assyria's geopolitical problems. The small kingdoms of the Levant that had been restricted under Assyrian rule and just as much under Babylonian rule. The deportation policies that Assyria had pioneered, Babylon continued. The cycles of rebellion and suppression played out almost identically.

The difference was one of scale and style. Babylon never quite matched Assyria's systematic brutality. The Babylonians didn't celebrate their atrocities or maintain the same level of terror. But they still built an empire through conquest, held it through force, and treated rebellion with lethal severity.

This is the uncomfortable pattern that repeats throughout history. The oppressed become the oppressors. The resistance movement becomes the new regime. Revolutionary governments replicate the structures they overthrew. Not because people are hypocrites, but because the fundamental challenges of holding power don't change just because your ideology does.

Babylon learned this. So would every empire that followed.

This concludes our deep dive into Babylon. Next up I want to take us through the Assyrian lens of hisotry. Although we know the end, it’s important to gain insights from the context in which Assyria rose to power, the lessons we can learn from them and more…see you in the next issue.

Note from the author: Candidly, I worry that this long format isn’t appealing.

But the challenge lies in telling hundreds (sometimes thousands) of years of history in short, concise emails. I am erroring on the side of full picture vs sound bites. But let me know.

Would you rather have more digestible bits of the story or the whole thing?

Hit reply and let me know.