This course traces the development of philosophy in ancient Greece and the Roman Empire. After a brief initial glance at some selected pre-Socratics, it digs deeply into Plato. Among the main topics are his relation to Socrates, his doctrine of recollection, his political views, his theory of forms, and his conception of the most fulfilling human life. Next is Aristotle, with special emphasis on his account of the relation between human excellence and human happiness, his doctrine of the mean, and his efforts to avoid fatalism. The course then proceeds to surveys of Stoicism and Epicureanism, the Hellenistic schools that dominated the intellectual landscape of the Greek and Roman worlds for around 500 years.