What are the costs of complexity for society? This course explores the social, political, economic, and ethical dynamics that drove the rise of empire in ancient Mesopotamia and Egypt. Through this study of prodigious social change, we illuminate the trade-offs of increasing social complexity for imperial formations, the applicability and comparability of these dynamics for humanity more broadly, and the deep timescales involved for this human story, including the legacies of ancient empires up to the present-day.