In the period between 1500 and 1200 BCE Assyria successfully transformed from a relatively insignificant small city state, that had long lost its central role in long-distance trade networks, into one of the great powers of the Amarna Age in the Ancient Near East. This transformation is the theme of this chapter. It will be argued that the rise of Assyria is best understood as a combination of a highly particular set of historical developments and the successful deployment of Assyrian cultural repertoires, and that the outcome of this process (Assyria as one of the great powers) was not foreseeable until relatively late in the process.