Shakespeare in The Tempest wrote that "past is prologue." When I returned to the University of Pennsylvania in 1970 as its president, I realized once again how much of its past - often a glorious one - had influenced its present and yet was insufficiently appreciated by many of my colleagues and by students and alumni of the University. It was intriguing to observe that this condition was shared by the citizens of Philadelphia, who were often little acquainted with their fascinating community. Cheyney's History of the University of Pennsylvania, published for the University's bicentennial in 1940, like almost al1 university histories was a diplomatic history of the institution and a splendid one. What seemed to me to be needed was an intel1ectual and social history - an intellectual history dealing with ideas and scholarship, the transformation of education at a major American university, and a social history relating what was going on at Pennsylvania to the city of which it was a part, to student life and the life of the young in general, and to the cultural currents of this tempestuous new nation and its ties elsewhere in the world. That aim remains, but it must be left to others, perhaps to some future University historian. Instead, I became more attached to the dramatis personae - the cast of characters in the evolution of the University - and to some extent the physical setting in which they performed. My collaborators and I could only choose a few from among many notable contributions. Within this framework, I hope we have also reflected some of the cultural sense of their times. The account which fol1ows is uniquely that of the University of Pennsylvania, but it is something of a microcosm of the development of higher education at major independent institutions as well. The essays are grouped according to four main periods since the University's foundation. After an introduction to the community of which the University has always been a part, we deal with the eighteenth century col1egiate departments. In the nineteenth century, while the University remained small, its early scientific bent was reinforced by the prominent scientists on the faculty. The transition to the recognizably "modern" university with changes in educational philosophy as wel1 as the introduction of new programs is described in association with the leaders who oversaw this period of change.