A year after Ashur-bani-pal died, Nabopolassar, who was probably a Chaldaean, was proclaimed king at Babylon.  According to Babylonian legend he was an Assyrian general who had been sent southward with an army to oppose the advance of invaders from the sea.  Nabopolassar’s sway at first was confined to Babylon and Borsippa, but he strengthened himself by forming an offensive and defensive alliance with the Median king, whose daughter he had married to his son Nebuchadrezzar.  He strengthened the fortifications of Babylon, rebuilt the temple of Merodach, which had been destroyed by Ashur-bani-pal, and waged war successfully against the Assyrians and their allies in Mesopotamia.

About 606 B.C.  Nineveh fell, and Sin-shar-ishkun may have burned himself there in his palace, like his uncle, Shamash-shum-ukin of Babylon, and the legendary Sardanapalus.  It is not certain, however, whether the Scythians or the Medes were the successful besiegers of the great Assyrian capital.  “Woe to the bloody city! it is all full of lies and robbery”, Nahum had cried."...  The gates of the rivers shall be opened, and the palace shall be dissolved....  Take ye the spoil of silver, take the spoil of gold....  Behold, I am against thee, saith the Lord of hosts[551].”

According to Herodotus, an army of Medes under Cyaxares had defeated the Assyrians and were besieging Nineveh when the Scythians overran Media.  Cyaxares raised the siege and went against them, but was defeated.  Then the Scythians swept across Assyria and Mesopotamia, and penetrated to the Delta frontier of Egypt.  Psamtik ransomed his kingdom with handsome gifts.  At length, however, Cyaxares had the Scythian leaders slain at a banquet, and then besieged and captured Nineveh.

Assyria was completely overthrown.  Those of its nobles and priests who escaped the sword no doubt escaped to Babylonia.  Some may have found refuge also in Palestine and Egypt.

Necho, the second Pharaoh of the Twenty-sixth Egyptian Dynasty, did not hesitate to take advantage of Assyria’s fall.  In 609 B.C. he proceeded to recover the long-lost Asiatic possessions of Egypt, and operated with an army and fleet.  Gaza and Askalon were captured.  Josiah, the grandson of Manasseh, was King of Judah.  “In his days Pharaoh-nechoh king of Egypt went up against the king of Assyria to the river Euphrates:  and king Josiah went against him; and he (Necho) slew him at Megiddo."[552] His son, Jehoahaz, succeeded him, but was deposed three months later by Necho, who placed another son of Josiah, named Eliakim, on the throne, “and turned his name to Jehoiakim".[553] The people were heavily taxed to pay tribute to the Pharaoh.

When Necho pushed northward towards the Euphrates he was met by a Babylonian army under command of Prince Nebuchadrezzar.[554] The Egyptians were routed at Carchemish in 605 B.C. (Jeremiah, xvi, 2).