Thomas Cole, America’s premier landscape painter of the 1820’s and 1830’s, constructed the idea for his series, The Course of Empire, from a variety of influences. He began his intense study of Europe and its art in 1829 by sailing to England, where he met and talked with influential artists such as J.M.W. Turner and John Martin. He studied the works of those artists and others in the British galleries of the time. Scholars recognize today that those artists’ influence upon him was strikingly pervasive. Cole also felt the perishability of man’s works when he traveled in Europe and saw firsthand the ruins of the Roman Empire. There, sitting among the broken columns, he meditated on man’s works, ambitions, and the course of the future. Literary sources of the day, especially Lord Byron’s Childe Harold, also influenced his thinking and his artistic consciousness. Moreover, anyone studying his work today must continually bear in mind that Cole lived and worked in his own time, reacting to the political atmosphere of America during the 1820’s and 1830’s. Jacksonian Democracy had come to dominance, an ascendancy that Cole despised and believed was leading the United States down the wrong path. At the same time, artistically, he wanted to raise landscape painting to the stature that history painting enjoyed. To do that, and to comment on the America he saw around him, he employed a cyclical theory of history to incorporate large moral lessons into his paintings. All of those influences led Cole to paint his epic series as a warning to American society about the trappings of empire, conquest, and domination. Using his own words from time to time in this essay, I will outline the artist’s warning.