Totila was marching from Tarvisium southwards against Ravenna.
He was joined by numerous bands of armed Italians from the provinces of Liguria, Venetia, and Æmilia, who had been roused by his manifesto into new hope and new resolve.
They desired to fight with him his first battle against the Byzantines.
"No," Totila had answered their general; "you shall decide upon what you will do after the battle. We Goths will fight alone. If we win, then you may join us. If we lose, then the revenge of the Byzantines will not affect you. Await the result."
The report of such magnanimous sentiments attracted many more to the Gothic flag.
Besides this, Totila's army was reinforced from hour to hour, during the march, by the arrival of Gothic warriors, who, singly, or in small bands, had come out of prison or left their hiding-places when they heard of the treachery practised on King Witichis, the accession of a new King, and the renewal of the war.
The haste with which Totila pressed forward, in order to avail himself of the enthusiasm of his troops before it had time to cool, and the zeal with which Demetrius flew to meet him, soon brought the two armies in sight of each other.
It was at the bridge across the Padus, named Pons Padi.
The Byzantines stood in the plain; they had the river, which they had crossed with half their foot, at their backs.
The Goths appeared upon the gently-sloping hills towards the north-west.