The Neo-Assyrian Empire, from the year 639 BCE, had been suffering from a decline in their power, culminating in Babylonian and Median invasions of their lands. The city of Arrapha fell in 615 BCE, followed by Assur in 614 BCE, and finally the famed Nineveh, the newest capital of Assyria, in 612 BCE. Despite the brutal massacres that followed, the Assyrians survived as a political entity and escaped to Harran under their new king, Ashur-uballit II.[2] Establishing Harran as a capital for the Assyrians caught the attention of the Babylonian King Nabopolassar[2] and Median King Cyaxares, who were determined to forever destroy the threat of Assyrian resurgence.