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The sea at the mouth of the strait was filled with ships both large and small, vying with one another for room to fight. Flaming missiles shot between them, filling the sky with thick black smoke. Smaller vessels taunted the larger, heavier ships, their crewmen determined to attack despite the spears and arrows that showered down on their heads. Eventually, the fighting became so crowded that the ancient historian Plutarch said that it took on the character of a land battle.

This was the sight that met General Marcus Antonius’ eyes on the morning of September 2, 31 bc. The spirited sea fight was the final battle for which he and the rest of Rome had spent years preparing — the struggle that would decide the fate of the entire republic.

Perhaps it was inevitable. Since the assassination on March 15, 44 bc, of the last dictator, Gaius Julius Caesar, by a conspiracy of senators who feared that Caesar’s popularity might bury republican government forever, Rome had been plunged into turmoil.

Marcus Antonius (known more familiarly as Mark Antony), a friend and confidant of Caesar’s, was thought of as boorish and self-indulgent before the dictator’s death. But he displayed a surprising political cunning once the field of Roman leadership was open. On March 20, 44 bc, he stirred the masses to vengeance against the conspirators merely by holding up Caesar’s bloody toga during his funeral oration — and then arranged for the assassins to escape to the East, where they would be out of his way. Antonius quickly took possession of the late dictator’s private papers and, more important, his legions. He also bowed to the desires of republic-minded senators by having the office of dictator abolished forever.

Marcus Antonius, however, had not counted on the fact that he would not be named heir in Julius Caesar’s will. That honor was bestowed upon a young man whom Caesar had adopted, a boy of 18 now calling himself Gaius Julius Caesar Octavianus.

Upon learning of Caesar’s death — and of his own primacy in his adopted father’s will — Octavianus had returned to Italy from military training in the East and demanded the inheritance due him. Unfortunately, the money involved was held by Antonius, and he had spent most of it. Even more unfortunate, Antonius saw nothing but a slim, rather sickly boy before him, and treated him with contempt. But Octavianus, no matter what he looked like, had one great strength that Antonius did not possess — the magical name of ‘Caesar.’ Octavianus used that name again and again, in the absence of any great military skill of his own, to draw soldiers and talented officers to his side. However, many others remained loyal to Antonius, popular in Rome because of his unmatched leadership in the field, and he thus remained a constant irritant to Octavianus’ ambitions.

Nevertheless, the two leaders of the empire could work together when they had to. Along with Marcus Aemilius Lepidus, an aged general and the current governor of Nearer Spain, they formed the Second Triumvirate, based upon the First Triumvirate that had been created for mutual benefit by Julius Caesar and the two leading generals of his time.

The goal of the Second Triumvirate was not only to carve up Rome’s far-flung conquests into their own personal provinces but also to consolidate their forces against Marcus Junius Brutus and Gaius Cassius Longinus, the two leaders of Julius Caesar’s assassins, who had been busy building their own armies in the East.

The armies of the Second Triumvirate and the conspirators met at Philippi on the Macedonian coast on March 10, 42 bc. Brutus and Cassius were destroyed. Only one of the triumvirs suffered a defeat during three weeks of battles, though he managed to escape safely — the unskilled Octavianus.

The Second Triumvirate did not last long after Caesar’s killers were dead. Octavianus sent Lepidus off to North Africa, where it was hoped he would die in obscurity. When Lepidus tried to seize Sicily in 36 bc, his own troops mutinied and Octavianus placed him in comfortable forced retirement until his death 23 years later.

Antonius was another story. It was Antonius who had come to Octavianus’ rescue when Brutus defeated the latter, and as a result, Antonius’ star was on the rise again in Rome.

Octavianus, ill and no doubt writhing with jealousy, returned to Rome to deal with the problems at home — and to plot against Marcus Antonius. Desperate to find his rival’s Achilles’ heel, Octavianus eventually found Antonius’ weakness in the alluring shape of a foreign queen by the name of Cleopatra.

Cleopatra VII had come to Rome as the mistress of Julius Caesar. The dictator had helped to place her on the throne of Egypt after a bloody civil war with her younger brother, Ptolemy XII. Roman citizens were not happy to hear that their leader had a foreign paramour. What they may not have realized was that Cleopatra had objectives in mind other than love. She knew full well that Caesar could annex Egypt and its wealth; she preferred to reach an agreement that would guarantee Egypt’s independence as an ally of Rome — and with her as its queen.

When Caesar was murdered, Cleopatra left Rome and was not heard from again until after Brutus and Cassius were defeated at Philippi. Then Antonius, traveling to his eastern provinces, met the queen at Tarsus in Cilicia. They had met briefly once before, when she was a little girl in Egypt. Now she was a full-grown woman with a rich and powerful land in her possession — and he was the most popular man in Rome. Their mutual attraction, perfumed with ambition, seemed inevitable.

With Octavianus administering the provinces west of Italy and Antonius in the East, there was less chance of direct tension between them. Therefore, they renewed their partnership in 40 bc, and the bargain was sealed with a political marriage between Antonius and Octavianus’ sister, Octavia. Rome rejoiced at this prospect of lasting peace, but the pact would survive barely two years.

Accompanied by his bride, Antonius set up his headquarters at Athens. From there, he reorganized his provinces and sent his generals east to secure the borders against the unruly Parthians. Meanwhile, Octavianus married Livia Drusilla, a wealthy and well-connected noblewoman, and his popularity rose among the senators.

The rivals became allies for the last time when they took back the important grain-producing island of Sicily from a Roman rebel. Octavianus had tried to go it alone when he led an invasion of Sicily in 36 bc, but the rebel had defeated him. Now he had Antonius and another brilliant general, Marcus Vipsanius Agrippa, on his side, and the three-pronged attack ultimately proved successful.

Octavianus might have expressed gratitude to his rival, but when Antonius returned to the East, the young Caesar cranked up his propaganda machine to full volume. In 37 bc, a year before the invasion of Sicily, Antonius had married Cleopatra at Antioch, though he discretely avoided divorcing Octavianus’ sister.

Soon distressing news came from the East — Antonius had proclaimed himself to be the Greek god Dionysus and Cleopatra to be Aphrodite, an act of self-deification that was an attempt to get cooperation from the Greeks. Antonius had also granted huge tracts of captured territory to Cleopatra and her children — including children she had borne him — and he had reorganized the East so that the lands were ruled by client kings more loyal to Antonius than to Rome. And Antonius was building a force to invade Parthia — nominally to push back the Parthians’ hostile expansion into eastern lands, but to Octavianus it might have been a clear sign of his rival’s expanding power base. The invasion proved disastrous; Antonius was driven from Parthia after losing 20,000 men. Two years later, he replaced his losses, but now he was dependent on the funding and manpower of his dominant ally, Egypt. Octavianus pointed to that and other incidents to convince the Senate and people of Rome that Antonius was nothing but a dupe in a plan by Cleopatra to become ruler of the world.

Angry, accusing letters flew between the two men, many of which were made public. Even more damaging was Antonius’ announced plans to divorce Octavia. Not only was it a blow against those who insisted an Egyptian woman should not rule a strong Roman like Antonius, but it was also a direct insult to Octavianus. In effect, an unofficial war had been declared.

Antonius’ position in Rome had been hurt by Octavianus’ propaganda, but he still maintained a predominance in political circles. Gaius Sosius and Gnaeus Domitius Ahenobarbus, both serving as elected consuls in 32 bc, were on his side, as was about half the Senate. But with Octavianus in Rome and Antonius spending the winter with Cleopatra at far-off Ephesus in Asia Minor, that support would soon wane.

Antonius understood this and prepared for war. Thanks to Cleopatra’s aid, his forces were now 30 legions strong. He sent a letter of demands, including confirmation of his land gifts to Cleopatra and her children, to the consuls Sosius and Ahenobarbus to be read before the Senate. Perhaps fearing political repercussions, Sosius suppressed the dispatch and instead delivered a speech condemning Octavianus. That clumsy attempt to sway the governing body failed. Octavianus appeared before the Senate a few days later to denounce both consuls and Antonius, then promised to provide damning evidence against Antonius at a later date.

The two consuls and 300 senators did not stick around for that future meeting. They left Italy and joined Antonius at Ephesus in the spring of 32 bc. When Antonius heard their report on Octavianus’ plans, he announced that he would make war upon the young Caesar. By the time Antonius returned to Athens, he had publicly divorced Octavia.

Antonius’ actions secured the remaining 700 senators’ loyalty for Octavianus. At their next meeting, Octavianus announced he had come into possession of Antonius’ last will and testament, and proceeded to read it to them. The document granted enormous legacies in land to Cleopatra and her children; affirmed that Cleopatra’s first child, Caesarion, was the true son and heir of Julius Caesar; and dictated that Antonius’ body be buried next to his queen’s in the royal mausoleum in Alexandria, Egypt.

Whether the will was genuine or forged is unknown. What is important is that the Senate and many of the Roman people believed it. The rumors that Cleopatra planned to rule the Roman empire and move the capital to Alexandria suddenly took solid shape. Although he had won a consulship for 31 bc, Antonius’ popularity dropped so rapidly that he was subsequently deposed. Then, in a final stroke of duplicity, Octavianus declared war — not on his fellow Roman Marcus Antonius, but on the foreign-born woman who had used him: Cleopatra VII.

Almost instantly, Octavianus replaced the ‘traitor’ Antonius in the hearts of the Roman people. His manipulation of the facts had been masterful. Now all he had to do was win the war.

Antonius was confident, but he did not invade Italy right away. He thought it safer to wait until his Eastern client kings joined their forces to his. Of course, Italy’s well-defended coastline and ports and the political damage of invading his homeland with a largely foreign army were also paramount considerations.

As the winter of 32-31 bc closed in, Antonius and Cleopatra moved to Patrae in the northern Peloponnese, while his defensive forces took up positions throughout Greece. Antonius’ navy was composed of large galleys called quinqueremes, their bows armored with bronze plates and their hulls built of massive square timbers bolted together with iron, making it nearly impossible for any smaller ships to ram them. As for land forces, Publius Canidius Crassus, trained by Antonius himself, commanded 19 legions; 11 more made up garrisons in Egypt, Cyrene, Syria and Macedonia. Antonius’ troops were fed on grain supplied by Egyptian stores. Some of his legions were made up of Egyptian soldiers. Cleopatra had made herself indispensable to Marcus Antonius, and she had bet the freedom and wealth of her kingdom on his success.

The prospects of that success looked good at the start of 31 bc. Antonius’ force was superior in strength and supplies. Once Octavianus started his men on the move, it would become a heavy burden just to feed them. And Octavianus’ past performance as a general had been less than impressive.

Octavianus, however, was not alone — he had Marcus Vipsanius Agrippa, a lifelong friend and a brilliant general. Agrippa’s experience during the invasion of Sicily a few years earlier had been a trial by fire; now he commanded Octavianus’ fleet with confidence and skill — perhaps greater skill than that of Antonius’ own admirals, Lucius Gellius Poplicola and the consul Gaius Sosius.

In fact, it was Agrippa who made the first moves in what would become the decisive battle. While Marcus Antonius moved his fleet into the Gulf of Ambracia and secured the gulf entrance through the use of towers on either shore and a line of ships between, Agrippa took his own fleet far south and attacked Messenia in the Peloponnese. The damage Octavianus’ admiral inflicted on the Greek shores was immeasurable — the surprise attacks and the capture of several of Antonius’ posts effectively silenced Antonius’ lines of communication.

Meanwhile, Octavianus moved south and took up a position on the high ground of the gulf’s north shore, opposite the peninsula of Actium. He sent land forces to attack Antonius’ camp, but they were quickly repulsed. Antonius responded with an attempt to cut off his rival’s supplies from the north, but that, too, failed.

Momentarily stalemated, the rivals stared at each other across the strait. Months passed without any decisive action by either party. Historical records are nearly silent on those months, but it is known that in Rome tempers were hotter than the weather as heavy taxes aggravated the populace.

In the East, loyalty to Antonius was teetering. His support was further damaged when a naval battle erupted between Agrippa and Gaius Sosius. Sosius lost, though he escaped, and Agrippa set up a blockade around Actium and the gulf. Antonius was then cut off from reinforcements and supplies. Disease and famine set in. Some Antonian officers and senators began to defect to Octavianus, including Sosius’ co-consul, Gnaeus Ahenobarbus. Still, Antonius retained his three best commanders: Canidius, in charge of land forces, and his admirals Sosius and Lucius Policola.

The time to fight was now or never. But fighting might not have been what Antonius had in mind. The ancient historian Dio Cassius stated that Cleopatra wanted to return to Egypt and wanted Antonius to go with her. After much deliberation he agreed, ordering his fleet to prepare for battle while he secretly made plans to escape. Although Dio might have been influenced by strong anti-Antonian propaganda, what happened at Actium was not so far off that it makes his judgment seem unreasonable.

After four days of bad weather, the morning of September 2, 31 bc, dawned clear and calm, and Antonius’ massive quinqueremes rowed out of the gulf in two wings. They did not look like they were trying to escape; they remained in close formation, loaded with men, weapons and huge towers built on the decks for catapulting missiles. Octavianus’ smaller ships, many of them light Liburnian vessels, were gathered north of the gulf’s narrow entrance and hesitated before meeting the opposing force. Antonius’ galleys were intimidating. If the Liburnian ships charged them, the bronze and heavy wooden armor of the quinqueremes would easily snap their ramming beaks. If they tried to go in close and attack with spears and arrows, Antonius’ men would respond from an advantageous height, pelting Octavianus’ seamen with their more numerous javelins.

Nevertheless, Antonius’ offensive move could not go unopposed. Leaving the details to Agrippa, Octavianus ordered his fleet into formation before the gulf. He could take some comfort in the fact that his ships, too, would be safe from ramming by Antonius’ galleys, since the giant quinqueremes could not achieve enough speed to do much damage. Octavianus’ forces could therefore cluster three or four ships around each one of the quinqueremes. The small vessels, together or in turn, would harass the galleys, then row away if the Antonians tried to respond with spears, arrows, flaming missiles flung from the towers or heavy grappling irons.

As the fighting intensified, Agrippa extended his left wing even farther, hoping to row around Antonius’ flank. Lucius Policola, commanding Antonius’ right wing, moved outward to meet the oncoming force, but in so doing he became separated from the tight center. Unlike Agrippa’s veterans, Antonius’ troops were inexperienced, and the sudden movement of their right flank threw the center into confusion.

The commander of Octavianus’ center, Lucius Arruntius, a loyal Caesarian republican and future consul, saw what was happening and immediately engaged Antonius’ center. If Antonius’ plans had included escape with his entire force, he was now bitterly disappointed. A major battle had erupted before his eyes.

The fighting continued all afternoon, neither side achieving any decisive gain. Burning missiles flew from the towers of Antonius’ galleys, covering the ships with a blanket of black smoke. Since neither side could ram the other — the usual means of attack in an ancient naval battle — shields, spears and arrows were used as if the men were fighting in the mountains of Gaul. The problem was, there was no line for the opponents to break through, no land for them to take and hold. The battle continued with an attack, a retreat, then another attack, until one side grew too exhausted to continue.

Safely with her squadron, astern of Antonius’ center, Cleopatra watched the battle with increasing anxiety. Finally she had enough. She raised her sails and headed for the open sea beyond with her squadron of 60 ships. If Policola’s movement from the center had thrown the formation into confusion, the sudden loss of 60 ships from their rear threw the Antonians into complete disorder.

Although they may have laid earlier escape plans, Antonius must have been shocked by Cleopatra’s sudden departure without him. The battle instantly forgotten, he boarded his personal quinquereme and hurried after his queen, with 40 of his ships in tow. The Antonians left behind to carry on the fight with Octavianus were now seriously diminished in number — and leaderless.

Once clear of the fighting, the wooden towers and war tackle cluttering the decks of Antonius’ ships were thrown overboard. Sails were raised and the ships’ speed increased. Soon Antonius caught up to Cleopatra’s fleet. She hoisted a signal on her ship and allowed him aboard her royal galley, but Antonius could not bring himself to see her right away. As Plutarch wrote, Antonius made his way to the bow of the ship, unable to utter a word to anyone, and sat holding his head between his hands as the magnitude of what he had done finally hit him.

While Antonius’ fleet in the gulf was shocked at the inexplicable loss of 100 ships — about a quarter of their force — from their formation, Octavianus was delighted. But with most of his ships already engaged, he could only spare a few light Liburnian vessels to pursue Antonius. One of those ships was commanded by Eurycles the Spartan, whose father, Lachares, had been beheaded for robbery on Antonius’ order. Eurycles had gladly joined Octavianus’ side in the civil war, and now he was eager to settle a personal score with Antonius.

As Eurycles approached the escaping fleet, Antonius emerged from his sulking long enough to order Cleopatra’s ship to turn and face the oncoming enemy. All the Liburnian vessels slowed and kept their distance — except for one. Eurycles maneuvered in close, brandishing a spear at Antonius from his deck, but Antonius’ reputation as a great fighter may have quenched some of Eurycles’ wrath, for the Spartan did not attack Cleopatra’s ship. Instead, he rammed another admiral’s quinquereme that had accompanied Antonius and captured her when the blow caused her to swing out of line. Antonius took no action against him, so Eurycles attacked another ship, this one loaded with valuable plate and furniture. Still, Antonius made no move.

Finally, Eurycles retired with his pirated booty. Antonius returned to the bow of Cleopatra’s ship, sat again with his head bowed between his hands and reportedly did not move or speak for three days.

Meanwhile, what remained of Antonius’ fleet continued to fight against the growing odds at Actium. Some of them had followed Antonius’ example and fled, but the rest held out for hours, until the weather once again turned foul and a gale battered the large galleys into an indefensible state of structural weakness. By 4 p.m., the Antonian fleet had surrendered. About 5,000 lives had been lost. Three hundred ships were taken by Agrippa. Octavianus ordered most of them burned.

Octavianus had won the naval battle, but Antonius’ land forces remained undefeated and unaware of Antonius’ defeat in the Battle of Actium. Publius Canidius, at the head of 19 legions and 12,000 cavalry, awaited orders from his commander.

Antonius, meanwhile, had been convinced by one of Cleopatra’s servants to reconcile with the queen. Several heavy transports that had escaped Actium caught up with the couple and reported the defeat. Antonius, recovering from his depression, sent an order to Canidius to withdraw through Macedonia into Asia so that they might regroup.

Word of Antonius’ defeat at Actium soon raced across the empire. The foreign kings whose loyalty he had earned now turned their backs on their benefactor and opened their arms to the young Caesar. Canidius and his soldiers remained loyal, however, and began making their way through Macedonia. Many of the soldiers had fought with Antonius before; those who had not knew his reputation — he had pulled victory from the jaws of defeat several times in the past. Octavianus tried several times to convince them to surrender and join his side, but the soldiers held out for a week, certain that it was only a matter of time before Antonius returned to their ranks. Their hopes were dashed by one man. Late one night, Publius Canidius, their general, slipped out of camp. Betrayed, leaderless and cut off from their supplies, his soldiers finally surrendered. Later, Canidius would be captured and killed at the order of Octavianus, who, regardless of his mediocrity as a commander, knew a traitor when he saw one.

Antonius still had 11 legions garrisoned at various points in the East, along with the client kings he thought were still loyal to him. But when he sent for help from those kings, they did not reply. Then, when he went to Cyrene to take control of the four legions stationed there, their leader, Lucius Pinarius Scarpus, who had been appointed by Antonius, refused to accept either dispatches from Antonius or the man himself.

Antonius now realized that the end was near. Cleopatra returned to her palace at Alexandria, still sending out messages for help but secretly planning to escape into Asia. Antonius himself returned to Egypt with only a few loyal legions.

In the summer of 30 bc, Octavianus led a force into Egypt by way of Syria, while one of his generals, the legate Cornelius Gallus, came from the west. Gallus’ force was increased by four legions when Lucius Scarpus handed over the Cyrene garrison to him, completing his betrayal of Antonius.

Further betrayals depleted Antonius’ defenses. His general in Syria burned his ships and fled. Antonius sent several dispatches to the young Caesar, but Octavianus answered with either threats or silence. In the end, Antonius and his remaining legions put up a brief resistance at Alexandria, but the battle had already been lost. Even Cleopatra had locked herself away in her family’s tomb house and refused to see him.

Alone, after having risen to the heights of Roman favor, only to see it all collapse under the direction of that upstart Octavianus, Antonius stabbed himself. When word of what he had done reached Cleopatra, she ordered his body brought to her. He was still alive and spent his final moments in her arms.

Cleopatra was captured by Octavianus and kept under heavy guard. It was Octavianus’ intention to march her through the streets of Rome, but Cleopatra’s pride would not countenance such humiliation. She had a servant smuggle in a basket of dates in which was hidden a venomous asp. Her suicide signaled the end of the Ptolemaic dynasty and the last gasp of Egyptian sovereignty.

The nature of Cleopatra’s demise mattered little to Octavianus. The death of the foreign queen he had railed against for years was joyous news to the people of Rome. The young Caesar was hailed as their savior, their one true leader, the only man who could continue to guide Rome on a proper course. Octavianus, though he insisted he would restore republican government one day, took his place in history as the overseer of a new era in Rome. He even changed his name to Augustus to better suit his loftier position. Within three years of Antonius’ death, Augustus had become princeps — the first emperor of Rome.

Like Antonius, the republic may have died by its own hands, having glorified such ambitious men as Julius Caesar and Caesar Octavianus, who could not abide sharing their power with an equal — or the people. Although many would try to return the widening empire to its republican roots, the republic would live on only in words and promises. Octavianus, now Augustus, ruled for 41 years and made sure that Imperial Rome and its central government would not be altered for the next two centuries. *

This article was written by Barry Porter and originally appeared in the August 1998 issue of Military History magazine.

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