This course is designed to look fairly closely at three topics within the time framework of the early Middle Ages (fifth through tenth centuries), 1) Gallo-Roman society as reflected in Gregory of Tours (6th cen.), The History of the Franks; 2) Carolingian society centering on Charlemagne's reign (768-814); and 3) the early feudal system as it developed by the 10th century. We will begin with a summary sketch of the Roman Empire and the transitions which led to its "fall" in the West, in order to understand how "medieval" institutions such as the Church hierarchy, monasticism, and feudalism originated and came to predominate.