In 260 AD, Persia inflicted a heavy defeat on the Romans when they overran the eastern provinces and captured Valerian, the Roman emperor, at Edessa. At this point the fall of the Roman Empire was well underway, and the city of Palmyra (located near Syria), which had been working as a semi-independent city state for two and a half centuries, seized its chance. Gallienus, Valerian's son, was occupied with other difficulties. The Palmyrenes, led by Odenathus, began by posing as Roman allies. In this position, they recovered the province of Mesopotamia from the Persians, and in 266 AD defeated them near Ctesiphon, their capital. However, after Odenathus died in 267 AD the new ruler, though in name being his son Vaballathus, was really his widow, Zenobia. She quickly achieved the conquest of Egypt and large areas of Asia Minor.
Soon after, nevertheless, the emperor Aurelian launched a determined counterattack. He advanced through Asia Minor, defeating the Palmyrenes at Tyana, Immae, and Emesa. He then besieged Zenobia in Palmyra itself. After Palmyra's defeat, Zenobia attempted to flee to Persia on a camel. Aurelian caught her, but did not kill her; after appearing in Aurelian's triumphal procession, she was allowed to retire to a villa near Rome. The eastern provinces were reabsorbed into the Roman Empire. Palmyra attempted a rebellion in 273 AD, but they were defeated easily and the city was destroyed.