Rise and Fall: Civilizations at War is a real-time strategy game developed by both Stainless Steel Studios and Midway Games; it was released on June 12, 2006. The game incorporates segments of third-person shooter gameplay, allowing the player to temporarily control a "hero". Rise and Fall is based in the first millennium BC, and features four playable civilizations: Persia, Greece, Egypt, and Rome. The game includes over eighty unique military units, as well as eight hero units—of which only one may be purchased during a game. In Rise and Fall, there are two campaigns: one following the conquests of Alexander the Great; the other, the liberation of Egypt by Cleopatra.
During the game's development, Stainless Steel Studios closed. They abandoned all their games, including Rise and Fall, which was near finishing. Rick Goodman, founder of Stainless Steel and the lead designer of Rise and Fall, reported that Midway stopped funding the game when its release date was pushed back several months. Midway then decided to finish the game themselves. Reviews of the game were mixed; it won two awards, and was commercially successful in the United Kingdom.