Chapter 2 continues to dig into the Roman rhetorical tradition in order to clarify some aspects of the intellectual history of a pair of terms, forma and materia, which recur throughout Machiavelli’s political philosophy, allowing him to talk about the shape or form – as well as the stuff, or material – of the entities he is analysing. One prevalent assumption to be found in various parts of the relevant scholarship is that Machiavelli’s use of forma and materia indicates his reliance upon Aristotle. By way of contrast, this chapter argues that we have to turn to consider the historical fortunes of an entirely different set of classical resources. Classical Roman thought deployed the pair of Latin terms materia and forma in rhetorical, literary, architectural, and moral theory within a theoretical landscape far removed from any Aristotelian commitments. This chapter brings a greater measure of historical depth and conceptual precision to the pre-Machiavellian career of these ideas in classical and Renaissance political thought in order to illuminate what Machiavelli is doing with them, and to show why they should be identified as the theoretical foundation of ‘l’arte dello stato’.