Abstract: The view that the successes of Macedon in the fourth century marked the failure, or the end, of the Greek polis is increasingly being abandoned, and some scholars are abandoning also the view that Athens was great and glorious in the fifth century but degenerate in the fourth. However, the successes of Macedon meant for Athens the loss of that ultimate freedom which it had aspired to and had often enjoyed between the early fifth century and the late fourth, freedom not merely from receiving orders from others but to give orders to others, and in this paper I explore the reasons for that change. Some scholars believe that fourth-century Athens was led astray by “the ghost of empire;” others believe that the Athenians were unwilling to pay for a response which could have defeated Philip; I argue that except in the years after Leuctra the ghost of empire did not have malign effects, and even with more expenditure Athens could not have defeated Philip. There was nothing fundamentally wrong with Athens in the fourth century, but Sparta's success in the Hellespont in 387 and the resulting King's Peace, the rule in Macedon of Philip II, who was too clever diplomatically and became too strong militarily for the Athenians, and Alexander's succession in 336 and his success and survival in his campaigns, placed Athens in situations which it could not overcome.