With a biting wit and an engaging manner, Saunders Mac Lane, elder statesman of the American mathematical community, provides a historical perspective on the development of mathematics research departments in this country. Starting with Berlin at the turn of the century and Göttingen in the 1930s, Mac Lane chronicles the influence of these departments on the development of mathematics in this country. Drawing upon his own life experiences, he describes the strengths of some of the most influential American departments, especially the University of Chicago, and evaluates the theory of "mathematical inheritance" as a method of building an excellent research department. He also provides interesting commentary on such issues as "objective rankings" of departments, some science policy issues, and the ills of calculus textbooks. In addition, Mac Lane's well-known affinity for verse comes into play as he enlivens the lecture with a number of humorous poems illustrating various themes in his talk. He concludes by listing the ingredients necessary to make a research department great.