The women of Vergil’s Aeneid are among the poem’s most memorable characters. Readers and scholars alike have given much thought to the doomed, love-struck Dido in particular, and the traditional interpretation of this character has been one that positions her as a pitiable foil to Aeneas, an antagonist who serves to underscore the necessity of the imposition of Roman civilization upon a disordered world. The second half of the 20th century, however, saw a reconsideration of the poem’s more ambiguous elements and the increasing popularity of a reading that found in the Aeneid a challenge to Roman imperialism. Greater attention has also been given to the poem’s large cast of female characters, extending the analysis of the poem’s gender representations beyond Dido. A considerable amount of this scholarship has focused upon the negative gender stereotypes these characters embody. Interest in the Aeneid’s ethnic representations has grown recently as well. I propose to take these trends even further, by examining the intersection of gender and ethnicity in the Aeneid and the ways in which these constructs, as presented by the poem, can be used to either glorify or problematize the concept of empire. The women of the Aeneid, while being used to contrast Roman masculinity, also provide an alternative to Roman imperial values.