After this battle, Hannibal exchanged, even as he had already begun to do so after that of the Trebia, the arms of his Libyans for those of the Romans, a proof how, even in the midst of war, he still trained his troops. The practice of the pilum was not so easy to learn: in fact, to use the Roman arms with success, he was obliged to adopt their drill in all its parts. To the Spaniards he left their original mode of fighting. As early as after the battle of the Trebia, he had made a difference between his prisoners. He had treated the Italians with kindness, having often given them presents, taken care of their wounded, and then sent them home, probably under a promise of serving no longer against him; he now did the same on a larger scale, and announced himself to the inhabitants of Italy as their deliverer from the Roman yoke. A man like Hannibal was far from intending, with the troops which he had brought with him, and the Cisalpine Gauls who had joined him, to sweep down like a torrent upon Italy, and without fresh forces to scale the walls of Rome: he must have founded all his hopes on rousing the south of Italy, by the remembrance of the old struggles with Rome, to cast off the Roman rule, and unite with him, and thus to shake down Rome in the course of a few years. Pyrrhus had the power, to run down Rome; Hannibal had first to create one for himself. He must have started immediately after the battle, as in Umbria he fell in with a reinforcement of four thousand men, which the consul Servilius sent to Flaminius, and which consisted chiefly of cavalry: it was surrounded by Hannibal, and almost entirely destroyed. Such is the account of Polybius, which has every appearance of truth; Livy, on the contrary, says that Centenius had formed an army by order of the senate, when tidings had been heard of the defeat at the Trasimene lake, a thing which is not likely, as the news could not yet have reached Rome.

Hannibal now turned to Spoleto, which he could hope to overawe; yet the town, which belonged to the third line of the Roman colonies, remained faithful, and held out. Hannibal, like many great generals, Frederic the Great, for instance, had an aversion to sieges, and he never undertook any in person. He first tried to intimidate Spoleto; and when he did not succeed in it he withdrew. The gates were everywhere shut against him, wherever the earthquake had not opened them. He strove therefore to spread terror far and wide. Why did he not march close up to Rome? why did he not entrench himself before its walls? and why, if he could not take it by storm, did he not at least try and blockade it? But for a siege like this, very great machines were indeed requisite, and as he had none whatever with him, he could only have burned down the suburbs. When one knows the extent of ancient Rome, one understands the difficulties of a siege. The Capitoline hill was a scarped rock; the side of the Quirinal to the Porta Collina was very much like it; then came the wall of Servius Tullius: it would have needed an immense army to invest Rome. Hannibal’s men were suffering from sickness, especially from diseases of the skin; the horses also had suffered much; he had therefore to put them into quarters. The unhealthy air of the neighbourhood of Rome in summer is another reason. The battle at the Trasimene lake may have taken place in May, or in the beginning of June, and already before the festival of St. Peter and St. Paul, the malaria at Rome begins; so that the army would have been swept away by disease. He therefore stationed himself in Picenum and the March of Ancona, a fruitful country, with a very temperate climate, and exceedingly healthy. There he had his summer-quarters, which in Italy are just as necessary as winter-quarters are elsewhere. The earthquakes had been his battering rams, and the walls of not an inconsiderable number of Italian towns had been thrown down: he was thus able to enter into them without hindrance, and to appropriate to himself their resources.

Whilst he was allowing his soldiers this necessary relaxation, the Romans made every exertion in their power, and appointed Q. Fabius Cunctator dictator. The flower of the Roman troops were destroyed, and Fabius had to bring together a new army: this was now a medley of all sorts of people; even the prisoners were already taken as volunteers. With such troops he was to make head against Hannibal, whose power could not but increase with his success; whilst, on the other hand, the Romans had the consciousness of having been beaten, and dared not risk an engagement, although Hannibal, like all great generals, was not willing to give battle when there was no necessity for it. Fabius perceived that he had to train his troops, and that it was very fortunate for him that the allies remained faithful: this he was to turn to advantage. He also hoped that the consequences which might be expected from such a motley composition of Hannibal’s army would show themselves; and yet this was not the case. That army was indeed swept together from all nations,—Gauls especially there were in it, though these were so exasperated against the Romans, that he might safely rely upon them,—but his choice troops consisted of Africans, and in a lesser proportion, of Spaniards, which last were most likely the best of all. Moreover, he had many slingers; his infantry did not yet on the whole amount to more than forty thousand men; and with this army, he was in a country in which not one town had hitherto opened to him its gates of its own free will. The country especially which he had last marched through, was firmly attached to the Romans; in Apulia, perhaps, the feeling was already different.

Hannibal, however, started in autumn, and marched along the Adriatic through the Abruzzi, the country of the Marrucinians and Pelignians. Here Fabius withstood him, and tried to cut off his supplies, in which he also partly succeeded. But Hannibal, when hard pressed, eluded his vigilance, and quietly breaking up his camp, appeared all at once in Campania. It was his design to make himself master of Casinum and the Latin road, and by confining the communication between Rome and Campania to the Appian road alone, to try and see whether the Italians would declare for him. Here we may see an example of the disadvantage of the want of maps, although on the whole it is wonderful how well they managed in ancient times without them. Hannibal meant to give the order to lead the army to Casinum; but the guide, either misunderstanding him, or from downright dishonesty, led him through Upper Samnium, along the banks of the Vulturnus, down to Casilinum; and here Hannibal perceived that he was in quite a different neighbourhood from where he had wished to be. In the meanwhile, Fabius had been beforehand with him, and had left the Latin road, and strongly posted himself in Samnium. Hannibal, after having visited the country of the Falernians and Campania with devastation, and made an immense booty, owing to which the men of rank at Rome were already sufferers, now wanted to begin his retreat through Samnium to Apulia, a very mild, sunny district, where he meant to take up his winter-quarters, and to establish a communication with Tarentum and other towns of lower Italy, and also with the king of Macedon. Here Fabius cut off his retreat near Mount Callicula, blocking up with his troops the Caudine road, while another body of Romans beset the passes of Casinum, which led to Rome. Then Hannibal availed himself of his famous stratagem: he had encamped near the mountains which Fabius occupied. Livy’s account of this stratagem makes out rather a silly story for the Romans. He says that Hannibal tied faggots to the horns of oxen, and setting these on fire, had them driven up into the mountains between the Roman posts; and that on this, the Romans, believing them to be spectres, had betaken themselves to flight. But the real truth is what Polybius tells. Nothing was more common among the ancients than to march by torch light. Now, when the Romans saw lights between their stations in the space which was left unoccupied, they thought that the Carthaginians were breaking through; and they quickly made for what they supposed to be the endangered spot, that they might stop their further progress. In the meanwhile, the rest of the Carthaginians had advanced close to the defiles, and had stormed the abandoned posts; and thus the whole of the army got off without any loss: the Roman camp was burnt. Hannibal encamped on the borders between Apulia and the country of the Frentanians. Fabius followed him; and here the Master of the Horse, Minucius, in Fabius’ absence, and contrary to his orders, engaged in a successful battle with Hannibal. This raised the pride of the Romans so much, that they took it into their heads, that all their former mishaps had only befallen them by chance, and that now they were able to make up for it all; and Minucius got an equal command with Fabius. Hannibal enticed him out, and gave him such a defeat, that he would have been annihilated, had not Fabius and a faithful band of Samnites come up at the very nick of time. Fabius brought the campaign to an honourable conclusion, as he did not lose anything against Hannibal, and not to lose anything, was a great deal indeed. Minucius resigned his power. Hannibal passed the winter in a state of actual distress: he was badly off for provisions, and as yet, not a single people had declared for him.

In the year 536, L. Æmilius Paullus and C. Terentius Varro were consuls. For the first, and perhaps, the only time in Roman history, symptoms now manifest themselves, like those to which we are so well accustomed in the times of Cleon and Hyperbolus, namely, that we meet with tradesmen holding the first offices of the state. C. Terentius Varro is said to have been the son of a butcher, which is so much at variance with everything before and after, that we can hardly believe it. Yet if this were so, the notion of plebeity must already have been quite changed, and such trades were carried on, not only by foreigners, Metics, and freedmen, but also by born citizens. Terentius Varro is made out to have been a demagogue who had a decided influence with the people, and used it in a spirit the very fellow to that of Cleon at Athens. But if we look to facts, we might entertain some doubts with regard to the sentence of condemnation, which our historians pronounce against him. If the overthrow at Cannæ had really been owing to his fault, and his fault alone, how would the senate—although, ominis causa, he was no more chosen consul—have over and over again, during a long series of years, entrusted him with an army, and after the battle have gone out to meet him, and to thank him for not having despaired? This shows that the judgment formed of Varro, as handed down to us, cannot be relied on; and that the pride of the great men was arrayed against him, as it was in former times against Cn. Flavius. That the learned M. Terentius Varro was his descendant, seems to be beyond a doubt: the latter, who lived not a hundred and fifty years later, belonged to the aristocratical party,—so much, and so quickly will the state of things change. L. Æmilius Paullus was μισόδημος, very likely from just causes; he had, after his Illyrian campaign, been wrongfully accused, and had a narrow escape from being condemned.

It was the rule that each consul had to command a consular army of two legions, each of four thousand two hundred foot and two hundred horse, with a corresponding number of allies: the latter furnished five thousand men and six hundred horse. If this force was to be strengthened, four legions and a proportionate number of allies took the field, in all, 16,800 Romans, 20,000 allies, and 3,200 horse; if one wanted to increase it still more, then, instead of four thousand two hundred Romans, there were five thousand levied for each legion, and three hundred horse instead of two hundred. The Romans now raised such an army of eight legions; and besides the consuls of the year, those of the year before were also placed at its head as proconsuls. This army collected in Apulia. Q. Fabius most earnestly recommended that his plan should be faithfully kept to, and such was likewise the conviction of the consul L. Æmilius Paullus; but the feeling at Rome was quite different.

The description of the battle of Cannæ in Appian, is taken from Fabius Pictor; the very same is likewise to be found in Zonaras. According to this version, Terentius Varro was far from being so blameable as Livy, and also Polybius make out. In fact, it is said that at the departure of the consuls from Rome, the whole people had raised an outcry against the sluggishness of Fabius, and had demanded a battle, because the long war pressed heavily upon them. This story is likely in itself, and it accounts for Paullus having yielded against his own conviction. The two consuls joined each other in Apulia, and embarrassed Hannibal by their superior numbers: he took up his position near Cannæ. This town had been destroyed by the earthquake; but the arx was yet standing, and he took it by treachery. The statement in Gellius[26] that the battle was fought on the second of August, is hard to understand: if it be correct, the two armies must have faced each other for months. But it would seem from Polybius’ account, that the season was not yet so far advanced; though this is by no means clear: the harvest there is at the end of May, and it must at all events have been already over. Both armies were encamped on the banks of the Aufidus, in the midst of the plains of Apulia, where the soil throughout is calcareous, as in Champagne, and there are therefore but few springs in it; so that they were obliged to keep near the river. Hannibal is said to have been so hard put to it for provisions, that, if the battle had been at all delayed, he must needs have decamped. Yet he enticed the Romans into fighting; for in a petty skirmish, whilst foraging, they got the best of it, as he did not come to the support of his men, but feigned to be afraid. The Romans still had a camp on either side of the river; their base was Canusium, their magazines at Cannæ: Hannibal took these before their eyes, they being not yet strong enough to hinder it. Even later than this, Paullus was very loth to give battle, and it would also have perhaps been best to wait quietly: the longer Hannibal kept himself inactive, the more favourable matters became for the Romans; if once the day was lost, all would be lost. Yet, on the other hand, much might be said in behalf of the expediency of a battle. If the Romans could not gain the victory with such superior numbers, they gave the allies, who, as it was, were already troublesome, the opportunity of falling off; and if, in their rear, the Samnites, or Capua proved faithless, their situation would have been desperate. The Romans therefore passed the river.

The first who has given a satisfactory and clear description of the ground of the battle of Cannæ, was the traveller Swinburne. From his account, the battle may easily be made out. The Aufidus near Cannæ makes a bend within which the two armies took their position: the Romans stood on the chord of the arc which is formed by the river; Hannibal likewise passed over, and rested his two flanks on the curve of the river, so that the numerical superiority of the Romans was of no avail.