It seems to me that since there are people that like many cities and others that like few, a good game should facilitate either style of play. So one needs to ensure that neither approach is penalised, for example with stupidly arbitrary Civilization-wide 'corruption', or happiness penalties, or science penalties, or build costs which increase with city count (what the **?!). I particularly hated Civ IIIs corruption, 'cause there was little you could do about it if you wanted to expand your empire. But then, how to allow a Civ with few cities to compete with a Civ with many cities? Well, I think Colonization has a nice approach to the problem. You have a limited number of citizens **, and how you employ them is up to you. You can keep them all in the capital and build a 'tall' Civ, or you can send them out to establish new small villages. If you send out a dude to a new location, he's probably going to be less efficient (initially) than were he to stay in the big city with its improved infrastructure, but he might be gathering an important resource. I have had all sorts of fun Col' games where I've built up small but powerful industrial empires, others involving large numbers of farming villages which exist solely to gather resources, etc... (** I'm not advocating arbitrary population limits! But perhaps a slower growth rate so the population itself becomes important. And military units are population too - like in Col' - so you always have trade-offs and decisions to make). Importantly, there must be no arbitrary penalty for settling a new location, as there traditionally has been with Civ games. There should also not be arbitrary bonuses, e.g. the free production and food you get from the city square, or arbitrary trade route commerce just because the city exists. Maintenance should depend on population only, not on how that population is distributed. If the penalties and freebies can largely be eliminated, then the tricky 'balancing' problem, which is really nothing more than dealing with symptoms of an underlying issue, is obsolete, unnecessary. Some very interesting ideas in this thread everyone! Cheers!