In the decades after Jayavarman VII's death, the Khmer Empire didn't just fade—it restructured. This episode traces the late 13th and 14th centuries, when Angkor's kings abandoned the old devaraja cult, embraced Theravada Buddhism from Sri Lanka, and watched their ceremonial waterworks decay. We follow the reign of Indravarman III, the last great builder, and the rise of Ayutthaya under Ramathibodi I, which siphoned trade and manpower away from the Tonle Sap. Lucas and Luna piece together the evidence from the final inscriptions, the Zhou Daguan travelogue, and new archaeological surveys to ask: did Angkor fall, or was it slowly abandoned? They examine the shifting role of the baray, the spread of the Thai kingdoms, and the fate of the last Khmer kings who moved their capital south to Phnom Penh. It's a story of environmental strain, religious change, and geopolitical realignment—and a reminder that great cities don't always die with a bang.