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===Late Period=== During the Third Intermediate Period and the [[Late Period of ancient Egypt|Late Period]], Memphis is often the scene of liberation struggles of the local dynasties against an occupying force, such as the [[Kingdom of Kush|Kushites]], Assyrians, and Persians. The triumphant campaign of [[Piye|Piankhi]], ruler of the Kushites, saw the establishment of the [[Twenty-fifth Dynasty of Egypt|Twenty-fifth Dynasty]], whose seat of power was in [[Napata]]. Piankhi's conquest of Egypt was recorded on the [[Victory Stele of Piye at Gebel Barkal|Victory Stele]] at the Temple of Amun in [[Jebel Barkal|Gebel Barkal]]. Following the capture of Memphis, he restored the temples and cults neglected during the [[Twenty-fourth dynasty of Egypt|reign of the Libyans]]. His successors are known for building chapels in the southwest corner of the temple of Ptah.<ref>Meeks, ''Hommage Γ Serge Sauneron I'', pp. 221β259.</ref> Memphis was at the heart of the turmoil produced by the great [[Neo-Assyrian Empire|Assyrian]] threat. Under [[Taharqa]], the city formed the frontier base of the resistance, which soon crumbled as the Kushite king was driven back into [[Nubia]]. The Assyrian king [[Esarhaddon]], supported by some of the native Egyptian princes, captured Memphis in 671 BC. His forces sacked and raided the city, slaughtered villagers, and erected piles of their heads. Esarhaddon returned to his capital [[Nineveh]] with rich booty, and erected a [[Victory stele of Esarhaddon|victory stele]] showing the son of Taharqa in chains. Almost as soon as the king left, Egypt rebelled against Assyrian rule. [[File:Palais Apries Memphis.jpg|thumb|left|Ruins of the palace of Apries, in Memphis]] In Assyria, [[Ashurbanipal]] succeeded his father and resumed the offensive against Egypt. In a massive invasion in 664 BC, the city of Memphis was again sacked and looted, and the king [[Tantamani]] was pursued into Nubia and defeated, putting a definitive end to the Kushite reign over Egypt. Power then returned to the [[Twenty-sixth dynasty of Egypt|Saite kings]], who, fearful of an invasion from the [[Neo-Babylonian Empire|Babylonians]], reconstructed and even fortified structures in the city, as is attested by the palace built by [[Apries]] at Kom Tuman. Egypt and Memphis were taken for [[Persia]] by king [[Cambyses II|Cambyses]] in 525 BC after the [[Battle of Pelusium (525 BC)|Battle of Pelusium]]. Under the [[History of Persian Egypt|Persians]], structures in the city were preserved and strengthened, and Memphis was made the administrative headquarters of the newly conquered [[satrap]]y. A Persian garrison was permanently installed within the city, probably in the great north wall, near the domineering palace of Apries. The excavations by Flinders Petrie revealed that this sector included armouries. For almost a century and a half, the city remained the capital of the [[Persia]]n satrapy of Egypt ("Mudraya"/"Musraya"), officially becoming one of the epicentres of commerce in the vast territory conquered by the Achaemenid monarchy. The stelae dedicated to [[Apis (deity)|Apis]] in the [[Serapeum]] at Saqqara, commissioned by the reigning monarch, represent a key element in understanding the events of this period. As in the Late Period, the catacombs in which the remains of the sacred bulls were buried gradually grew in size, and later took on a monumental appearance that confirms the growth of the cult's hypostases throughout the country, and particularly in Memphis and its necropolis. Thus, a monument dedicated by [[Cambyses II]] seems to refute the testimony of Herodotus, who lends the conquerors a criminal attitude of disrespect against the sacred traditions. The nationalist awakening came with the rise to power, however briefly, of [[Amyrtaeus]] in 404 BC, who ended the Persian occupation. He was defeated and executed at Memphis in October 399 BC by [[Nepherites I]], founder of the [[Twenty-ninth dynasty of Egypt|Twenty-ninth Dynasty]]. The execution was recorded in an Aramaic papyrus document (Papyrus Brooklyn 13). Nepherites moved the capital to [[Mendes]], in the eastern delta, and Memphis lost its status in the political sphere. It retained, however, its religious, commercial, and strategic importance, and was instrumental in resisting Persian attempts to reconquer Egypt. Under [[Nectanebo I]], a major rebuilding program was initiated for temples across the country. In Memphis, a powerful new wall was rebuilt for the Temple of Ptah, and developments were made to temples and chapels inside the complex. [[Nectanebo II]] meanwhile, while continuing the work of his predecessor, began building large sanctuaries, especially in the necropolis of Saqqara, adorning them with pylons, statues, and paved roads lined with rows of sphinxes. Despite his efforts to prevent the recovery of the country by the Persians, he succumbed to an invasion in 340 BC. Nectanebo II retreated south to Memphis, to which the Achaemenid king [[Artaxerxes III]] laid siege, forcing the king to flee to Upper Egypt, and eventually to Nubia. A brief liberation of the city under the rebel-king [[Khabash|Khababash]] (338 to 335 BC) is evinced by an Apis bull sarcophagus bearing his name, which was discovered at Saqqara dating from his second year. The armies of [[Darius III]] eventually regained control of the city. Memphis under the Late Period saw recurring invasions followed by successive liberations. Several times besieged, it was the scene of several of the bloodiest battles in the history of the country. Despite the support of their Greek allies in undermining the hegemony of the Achaemenids, the country nevertheless fell into the hands of the conquerors, and Memphis was never again to become the nation's capital. In 332 BC came the Greeks, who took control of the country from the Persians, and Egypt would never see a new native ruler ascend the throne until the [[Egyptian Revolution of 1952]].
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