Justinian arose from humble roots, the nephew of an illiterate pig farmer named Justin. Justin joined the army and rose to become leader of the palace guard, then took his nephew under his wing and made sure that he was well educated. When Emperor Anastasius died, Justin used his position (and his standing army inside Constantinople) to claim the crown for himself. His nephew guided the early years of his reign, helping Justin secure support both in the capitol and abroad. When Justin died, rule of the Byzantine Empire passed to the young Justinian, who had grand ambitions to restore its waning glory. It also freed him to marry Theodora, a famous actress who was far beneath his social station, and who would also rise from her humble beginnings to become a revered empress.

Justinian wanted to restore the glory of Rome, but many obstacles stood in his way. He brought on talented advisors to help him reform the tax system, the law code, and the military might of the empire. With them he made great strides, but these advisors had very human flaws. His tax collector, John the Cappadocian, centralized tax collection and crushed corruption in his agents, greatly increasing the revenue to the empire - but he also skimmed money off the top to feed his private corruption. Meanwhile, a lawyer named Tribonian took centuries of confusing and even conflicting legal precedents and resolved them into a single code, the Corpis Juris Civilis, which remains the foundation of modern law today. He even made a textbook for students to learn from. But he was also a practicing pagan during an era when Justinian was trying to crack down on pagan rituals. And last, Justinian's chief military commander Belisarius helped the Empire recover its military glory. He defeated the Sassanid Persians in the Battle of Dara, crushing a force of 50,000 men with only 25,000 of his own through clever strategy: he dug a trench to halt their infantry's advance, then baited the Persian cavalry into overextending and sprang a surprise attack on them with Hun mercenaries. Although Belisarius seems to have been an upstanding person, his personal historian Procopius tainted even his clean record. Procopius wrote glowing official histories of the reign of Justinian, but his long lost secret history depicted Justinian as a literal headless demon and Theodora as a debauched monster.

A group of monks declared sanctuary for two hooligans from the demes (Constantinople's fanatical chariot racing factions) who had miraculously survived a hanging. The public wanted them pardoned for their crimes, so when Justinian made his public appearance at the next chariot race, they begged him to have mercy. When Justinian refused, the crowd turned on him and became a rioting mob that tore through the streets of Constantinople. During the Nika Riots, they burned down neighborhoods and even the Hagia Sophia cathedral, rampaging until Justinian agreed to pardon the two men from the demes. Now, however, the mob would not accept that. They demanded that he fire his advisors. Then they decided to appoint their own emperor, a man named Hypatius who was related to the previous emperor Anastasius. Assaulted on all sides, Justinian made plans to flee, only to be confronted by Theodora. She gave a now famous speech asking whether he would rather live a failure or die an emperor, announcing that she would choose the latter. Justinian followed her lead and made new plans to retake his city. He called Belisarius and Mundus, his best generals, to marshal a force. He also sent the eunuch Narses to bribe one faction of the demes and begin dismantling their leadership. Then he ordered his forces to invade the Hippodrome, where they cut down some thirty thousand civilians and executed the false emperor Hypatius. Justinian's reign was once again secure.

Thirty-nine days after the disastrous Nika Riots ended with the slaughter of 30,000 civilians, Justinian directed the city to rebuild the Hagia Sophia. Together, they built an even greater cathedral - but Justinian was not satisfied. He was called a Roman emperor, but he did not rule Rome itself. He resolved to reconquer the west, starting with Carthage in Africa, which had been conquered by Vandal tribes and turned into the seat of their budding empire. When the cousin of the Vandal king overthrew him for being pro-Roman and a follower of Rome's orthodox Christianity, Justinian had his excuse for war. He stirred up rebellion in the Vandal colonies, creating a distraction while he sent his general Belisarius to Carthage with a small army of men. Belisarius landed successfully and moved on Carthage, winning the support of the local people on his way. Gelimer teamed up with his brothers in two separate attempts to crush Belisarius and drive him out of Carthage, but after both of his brothers died, Gelimer lost his will to fight. He broke, and the Vandal resistance broke with him. Justinian awarded Belisarius a triumph, the greatest honor a Roman general could receive, but it would turn out to be the last formal triumph Rome would ever see.

The conquest of Carthage and the North African provinces was just the beginning for Justinian's ambition. He must have Rome. But like Carthage, he must find a reason to attack the Ostrogoths who now hold it. And like Carthage, this reason is given to him when the Ostrogothic Queen Amalsuntha, his ally, is murdered. But unlike Carthage, Belisarius now has only 7500 men, barely half of what he had for North Africa. He sails out anyway, making his first stop at the island of Sicily. All the cities except Panormus surrender to him, and Panormus he takes quickly by seizing their harbor with his ships. Meanwhile, Justinian has bribed the Franks to invade Italy from the north while another his generals marches from the east. But just when the Ostrogothic king is on the verge of surrender, disaster strikes. The other Byzantine general dies, and Belisarius is forced to return to Carthage to quell a revolt. The conquest loses its momentum and the Ostrogothic king imprisons the Roman ambassador. Justinian will not be stopped, and orders Belisarius to return to Italy once North Africa is secure. Alone, Belisarius marches up the coast of Italy until he meets resistance at Neapolis. With his forces too thinned to mount a siege, he engineers a sneak attack by invading through the pipe of a dried, broken aqueduct. Neapolis falls and the way now lies open to Rome.

Belisarius has only just taken Neapolis when the king of the Ostrogoths is overthrown. The new king, Vitiges, withdraws from Rome entirely to consolidate his power, allowing Belisarius to take Rome without a fight. But after Vitiges gathers his troops, he marches to retake Rome. He springs a surprise attack on Belisarius at the Salarian Bridge, which the Roman general barely escapes. Now he must survive in a city under siege, invening ship mills to continue producing the grain that feeds the city and training the civilians as soldiers. He holds off the Ostrogoths until reinforcements from Justinian arrive. After an indecisive battle, he agrees to a truce with Vitiges, which gives him time to position his troops. When the Ostrogoths break the truce, Belisarius is ready for them and crushes their force to drive them finally out of Rome.

Belisarius had broken the siege around Rome. Now he wanted to push on to the Ostrogothic capital in Ravenna, so Justinian sent fresh troops with new commanders: Narses and John. Belisarius ordered John to take his cavalry north and secure the route the Ravenna, but John bypassed several cities that seemed too difficult until he was offered a willing surrender by the people of Ariminum. When Belisarius ordered him to return to the main army, John refused, and soon found himself surrounded by the same forces he'd declined to fight earlier. Narses insisted that they rescue him, so Belisarius devised a plan and tricked the Ostrogoths into thinking his force was larger than it really was, so they fled without joining battle. John gave all the credit for his rescue to Narses, and a divide grew between the old guard loyal to Belisarius and the new troops loyal to Narses. Even though Belisarius had a letter from Justinian giving him sole control of the army, Narses argued over the semantics of the order and continued to do as he liked. He roped Belisarius into besieging Urbinus, then decided to abandon his own plan and return to Ariminum. Belisarius took Urbinus by a stroke of luck and wanted to send reinforcements to the Ostrogoth-besieged city of Mediolanum, supposedly under Roman protection, but John would only accept orders from Narses and stalled until after the city fell. When Roman troops finally arrived in Mediolanum, they found the entire city butchered and burned to the ground.

Mediolanum had fallen. Belisarius wrote a furious letter to Justinian explaining what happened, and the emperor immediately recalled Narses and reaffirmed Belisarius's leadership. His army tore through the Ostrogothic territory and soon laid siege to Ravenna, which they brought to the brink of surrender. But the Ostrogothic King Vitiges had written to the Persian Empire urging them to take advantage of Rome's distraction. Sure enough, Justinian found himself faced with a Persian army in the East, and he sent orders to Belisarius to leave Ravenna and return to defend Constantinople. Belisarius hated seeing his victory snatched from him, however, and almost refused to do it. Hearing of his displeasure, the Ostrogoths reached out to him and offered to make him their new king - no surrender necessary. Belisarius accepted their proposal, then immediately turned on them and declared the city for Justinian. Still, his greed cost the empire time. Justinian was furious that Belisarius had disobeyed his orders to return and wasted precious months solidifying control over the Ostrogoths while Persia threatened to overrun the heart of the empire. He could no longer trust his most valued general.

A comet flew over the empire for forty days, heralding bad news to come. Raiders struck from the west, coming within mere miles of Constantinople. But the biggest threat lay in the south, where a border dispute threatened to reignite the war between the Romans and the Persians. Since Belisarius was still in Italy, Justinian had to send other generals to attempt to resolve the matter peacefully. Both failed spectacularly. The Persian king Khosrau seized on this as a pretext for invasion. But instead of laying expensive sieges to the cities, he simply extorted them for tribute in exchange for being left alone by his army. As he advanced north, he took advantage of every opportunity to mock Justinian and remind him how little power he had to push the Persians back. Finally, the city of Antioch refused to surrender to Khosrau and he made quick work of it, convincing Justinian at last of the need to pay his own tribute to the Persians to make them go away. This bought him enough time for Belisarius to return, but even his great general was unable to make much progress. At last, he found himself pinned down in an un-winnable fight... which the Persians mysteriously decided not to engage against him. They did not want to risk contact with the Romans, whom they feared were rife with disease.

The first recorded outbreak of the Bubonic Plague occurred in Pelusium, an isolated town in the Egyptian province, but soon it moved on to Alexandria. Alexandria was the breadbasket of the Empire, and ships carrying grain (and plague-bearing rats) spread across the Empire. The Plague reached Constantinople to disastrous effect: 25% of the population died. Justinian set up a burial office but even they couldnt keep up with the demand. When they ran out of burial land, they started piling corpses into ships and setting them afloat; they even packed them into the guard towers along the wall. So few people survived that when word got out that Justinian had contracted the plague, hope seemed lost... until Theodora stepped up. She had always been a force within the Empire, Justinian's co-regent, and now she used that power to fight off the plots against him and keep the Empire together. She dealt ruthlessly with anyone who threatened them, and since many people wanted Belisarius installed on the throne as Justinian's heir, she recalled him and pushed him out of power. She managed to keep the Empire from disintegrating into Civil War and became the symbol of hope and perserverance for a sorely demoralized city. And then, miraculously, Justinian pulled through.

Theodora had kept the empire together, but it was deeply scarred. The Plague had killed a quarter of the citizens and imperial revenues were in dire straits. In Italy, the Gothic tribes had rebelled again under the united leadership of Totila, while the disorganized Romans failed to mount an effective defense. Italy quickly fell back into Gothic hands, and even when Justinian sent back Belisarius, he could barely raise an army and didn't have the money to support his few conquests. Eventually he had to be recalled to defend Constantinople, and Rome was lost forever. A similar rebellion occurred in Africa, but was mercifully quelled. And then Theodora died. Justinian wept at her casket. He refused to remarry and designated a nephew-in-law as his successor. Even in mourning, he managed to organize a defense against Persian aggression and reorganize the Empire's tax system to bring revenue back into the coffers he'd drained for grand monuments and expensive wars. As his final tribute to Theodora, he attempted to heal the divide between Monophysite and Orthodox Christians, which had been one of her life goals. He went about it by pressuring the Pope to join him in condemning the Nestorian religious leaders who'd championed monophysite beliefs at the Council of Chalcedon. The Pope reluctantly agreed, but as he feared, it did not heal the divide in the east and only created new controversy in the west.

Faced with a crumbling empire, Justinian remained determined to realize the dreams of his youth - even though he was now over 65 years old and without Theodora by his side. He worked tirelessly to bring revenue back to the empire, and with money in hand he could finally deal with the forces that threatened it. He assembled his last company, an odd selection of leaders for his army, made up of men who were either old, or inexperienced, or even known for failure - yet they succeeded. His instinct for choosing the right person for the job did not fail him, as one by one his last company made peace with Persia, tamed the Balkan threat, and reclaimed Italy from the Ostrogoths. But fate was not yet done with him. A wave of natural disasters and the return of the plague shook the empire while its foundations were still being rebuilt, and left it vulnerable to an invasion by the Bulgars. Justinian turned to his old friend Belisarius, calling him out of retirement for one final campaign. As always, Belisarius succeeded against the odds, but it would be his last fight. One by one, all of Justinian's close friends and advisors died of old age. Increasingly alone, he spent his last years trying to consolidate his empire and struggling to reconcile the Christian church. Finally, after one of the longest reigns in Roman history, Justinian died in 565 CE. His reign was a great "What If:" What if all those disasters hadn't struck? Would his grand amibtions have succeeded? He accomplished so much with the expansion of empire, the construction of the Hagia Sophia, and his overhaul of the legal code. But in the process, he risked - and perhaps lost - everything. He emptied the treasury, overextended the borders, and left the empire vulnerable to the Ottomans years later. Good or bad, his legacy reaches through the centuries to touch our lives today.