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Tacitus’ brief narrative of the destruction of the town of Uspe of the Siraci in the Bosphorus in 49 CE (Ann. 12.16-17) provides valuable insight into the use of massacre in the exercise of Roman imperialism. It shows, inter alia, a tension, inherent in imperial rhetoric and ideology, between the ideal of clementia and the perceived necessity for exemplary violence in the context of expanding or maintaining Rome’s empire. Such a tension is inherent in Augustus’ Res Gestae, for example, where he highlights the fact that he spared conquered people, yet only where safe to do so (RG 3.2). Tacitus provides insight into these issues through his inclusion of what appear to be the Roman deliberations that followed an offer from the Uspenses – after the first Roman siege assault – to spare the free population of the town in return for 10,000 slaves, ultimately leading to the Roman decision to reject the surrender and to massacre the town’s inhabitants on the basis that: trucidare deditos saeuum, tantam multitudinem custodia cingere arduum: belli potius iure caederent (Ann. 12.17.1). This paper will argue that Tactius’ narrative – probably owing its origin to the original commander’s dispatch (Syme 1958) – shows us four key points about massacre and imperialism. First, it will be argued that the deliberations are notable for their studied legalism (Ando 2011) in the insistence that the surrender would be refused so that the Uspenses could be killed in accordance with the ius belli: that is, the custom that those who did not surrender prior to the commencement of a siege assault could expect no mercy (eg, Caes. BG 2.32; Cic. De Off. 1.35; Levithan 2013). This legalistic approach suggests some Roman anxiety that mass-violence be seen as justified or legitimate and that quite technical ‘legalities’ were seen as providing such justification. Second, the deliberate rejection of the surrender – and the apparent contemplation of the consequences of massacring even those who had surrendered – show that the Romans intended to commit a massacre as a form of ‘conspicuous destruction’ to intimidate other Siraci. Indeed, the strategy was effective, compelling the king of the Siraci to surrender (Ann. 12.17.3). Thus, an opportunity for clementia was passed over to achieve deterrence through terror, as was the case in other examples from Roman history (eg, Polybius 10.15; Mattern 1999; Harris 1979; Van Wees 2010). Third, terror is here accorded priority not only over clementia, but also over potential profit in the rejection of the offer of 10,000 slaves. The statement that it was arduum to guard them stands in contrast to other reports of mass-enslavements, such as Caesar’s claim of enslaving and selling on the spot some 53,000 people after taking one town in Gaul (BG 2.33). Indeed, the presence of such a large number of slaves in Uspe suggests a thriving local slave trade (Furneaux 1907) that theoretically would have enabled such a number to be readily disposed of, which in turn suggests the argument to be more specious than real. Thus, the possibility of profit did not always militate against massacre when there were other Roman goals, such as provoking fear (Levithan 2013; Van Wees 2010). Finally, the passage is notable for the impression of military discipline that it conveys, with the soldiers waiting until a signal (signum caedis) before commencing the massacre. This concern for discipline reflects the discomfort found in Greco-Roman writers with the general undisciplined behaviour of soldiers during the sack of a city. This discomfort can result in overly-schematic descriptions of Roman practice, such as Polybius’ description of the staged sack of New Carthage (Polybius 10.15-16; Ziolkowski 2002; Levithan 2013). Thus the curious case of the destruction of Uspe suggests a paradoxical view of massacre in Roman imperialism: at times an imperial necessity trumping clementia or profit, yet also provoking such anxiety as to require some justification, even if only in a legalistic manner.