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The Roman Republic fell under the weight of imperial expansion. The central government had become dysfunctional, and lost control over the provinces (conquered territories). The governors of the provinces became unruly and treated their provinces as if they were their personal fiefs. Tax collection in the provinces was carried out by private collectors who 'farmed' the taxes to line their pockets through extortion, which created discontent in the provinces, Corruption was rampant. A reform of military recruitment made the soldiers loyal to the commanders of their legions who could use them to obtain what they wanted through the threat of or the use of military violence. In 71 BC Crassus and Pompey camped their troops outside Rome to have themselves elected as consuls (the two annually elected heads of the Republic). Pompey was not even eligible on the grounds of being below the required age and of not having served some public offices which were required before the consulship. In the last 64 years of the Republic there were 12 civil wars. In 88 BC Sulla entered the city of Rome with his troops during his first civil war against forces of Marius, even though Roman religion forbade the bearing of arms within the city walls.

Another problem in the Late Republic was the increase in the number of dispossessed peasants who lost their land to the expanding large landed estates which used slaves, who were war captives. These people flocked to Rome to try to eke out a living, swelling the masses of the poor in the city. The problem of poverty became a political hot potato which led to the conflict between the populares and the optimates. The former was a political faction which championed the cause of the poor and tried to introduce reforms to help them. The latter was a conservative political faction which favoured the aristocracy and opposed reforms. The senators were seen as being concerned with the interests of the aristocracy, rather than those of the poor and were unpopular among the middle and lower classes. They were also seen as being corrupt. Many of the civil wars were related to clashes between strong military leaders and the conflict between populares and optimates spilling into violence.

Julius Caesar waged a civil war against the forces of the senate and assumed sole power in Rome (the Republic was normally headed by two annually elected consuls) for five years and tried to tackle Rome's problems. However, he was assassinated. More civil wars followed his death. Augustus won the final civil war of the Republic, which was a fight with Marc Antony over who would become the sole ruler of Rome and her territories. He gained control over the army and amassed great wealth through the spoil of war. He used both to establish his own absolute rule and became the first Roman emperor. His tight control over the state restored a strong central government and political stability. Rule by emperors continued for 503 years

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