This paper examines how several ancient states dealt with the issues of military recruitment, how they differed and ultimately how these varying approaches met the needs of their countries. A general overview of how ancient Mediterranean democracies raised and equipped forces to conduct operations that steadily moved from local defense to enforcing inter state policy will be given. Specifically the cases of Rome and Carthage will then be examined and contrasted. The emphasis will be on the mechanics of how states actually recruited their forces, how commanders were appointed, how they were trained, what they were expected and asked to do by their governments, and how successful were they in prosecuting these goals. This analysis postulates that it is against a democratic state’s long term interests to rely on non- government, for profit (mercenary) military and security forces.