More than any other Hellenistic dynasty, the Attalids patronized city gymnasia. A much needed explanation for that curious philanthropic habit is provided, and it is argued that the Pergamenes helped transform the gymnasium into the “second agora” of the post-Classical polis. While the financial instability of the gymnasium and its agglomerative architectural ensemble made it an attractive target for royal donors, the ideological appeal was paramount. In the mid-second century BCE, the gymnasium may have represented itself as “the city writ small,” but this was a fiction, concocted by its elite membership and reinforced by the Attalids, ever anxious to present themselves as champions of the polis without ceding real power to the populace. The social distance of the gymnasium from other polis institutions was the critical factor for the entry of the Attalids, who partnered with towering civic benefactors to remake the space just as the royal capital reformed itself with a gymnasium as the anchor of the new urban plan.