Nineveh in the course of the seventh century B.C.E. became the largest and most imposing city that the Near East has seen. This was a byproduct of its becoming the principal of the capital cities of the Neo-Assyrian empire, which, in the course of its three centuries (end of the ninth through the end of the seventh centuries B.C.E), became the largest and most imposing polity in Near Eastern history. One testimony to the importance of Nineveh in the Assyrian imperial system was its symbolic weight. Already before its conquest as part of the larger conquest of the Neo-Assyrian empire at the end of the seventh century, it came to epitomize that empire as a whole, and this identification has remained its legacy ever since. The present paper will explore the conquest of Nineveh and of the Neo-Assyrian empire in two dimensions. The first is the historical reality. Can we reconstruct what happened at the end of the seventh century B.C.E.: what was involved in the fall of Nineveh and the empire; and what kind of existence Nineveh had thereafter? The second dimension is the symbolism – the myth. What significance did Nineveh acquire within and without Assyria during the period of the empire and after its demise? How does this mythic status intersect with the reality of the demise and the aftermath? And, finally, in what ways can the story of Nineveh and its conquest, both in reality and in symbolism, serve as a case study for the larger question of how polities, how civilizations, collapse.