The Count Gages, who commanded the Spaniards in Bologna, having received instructions from his imperious queen to fight the enemy within three days, or resign, and to fight whether he was prepared or not, passed the Parano in the beginning of February, and, on the 18th, attacked the Austrians under Count Traun, at Campo Santo, a town of Modena, where another drawn battle was fought, and both sides claimed the victory. Count Gages found himself obliged to repass the river, and retire into Romagna, where he intrenched himself, and remained undisturbed till October, when Prince Lobcowitz, having assumed command of the Austrian army, boldly advanced, and drove him back on Fano. It was at this crisis that Count Brown was sent by Maria Theresa to join her Austrians, whose ultimate object was the conquest of the Bourbonic kingdom of Naples, to punish its king for violating a forced neutrality, and having joined Count Gages with 25,000 men.

At this time the Empress-Queen engaged to maintain 30,000 men in Italy, provided the King of Sardinia would pay another force of 45,000, while Britain was to send a naval squadron to co-operate by sea. Lobcowitz and Count Brown had established their head-quarters at Monte Rotondo, near Rome, when their final orders arrived to invade the kingdom of Naples. Breaking up the camp, and marching towards Viletri, the prince dispatched Count Brown, with a division of German infantry and another of Hungarian hussars, to pursue the Spaniards (who began to retreat) as far as the river Tronto, with the double purpose of harassing them and endeavouring to excite an insurrection among the wild mountaineers of the Abruzzo. In fulfilment of his orders, Brown distributed everywhere manifestos in the name of Maria Theresa, urging them to throw off the Spanish yoke, and place themselves under her protection, promising, at the same time, to banish for ever the obnoxious Jews from Naples; but these proclamations were unheeded by the Abruzzesi, who evinced no inclination to revolt.

Meanwhile his commander, Prince Lobcowitz, had halted in the marquisate of Ancona, being somewhat uncertain in which direction to march. Pushing on, Count Brown crossed the Tronto, which separates the kingdom of Naples from the Papal territory. Entering, he gave all to fire and sword as he advanced. His route lay along the shore of the Adriatic by the high road to Naples, which crosses the river Potenza near its mouth, and lies on the confines of Ascoli. He laid most of the small towns in the Abruzzo under contribution. Some were fined in money—others in a certain quantity of barley bread; but his necessary severity was greatly tempered by mercy. His advanced guard of hussars had daily skirmishes with the Spanish cavalry.

The passes being deep with snow, so as to be almost impassable for artillery and baggage, Lobcowitz gave up all thought of entering Naples by the coast road, which was the only clear one, and very unwisely recalled Count Brown with his forces; and as soon as they joined, began his march by the way of Umbria and the Campagna di Roma, with 6000 horse and 20,000 foot. Among the former were 2000 hussars; among the latter were some irregulars, or free companies of what Buonamici, in his Commentaries, styles "Condemned persons and deserters, who, despairing of pardon, and urged by the prospect of plunder, panted for an opportunity of coming to blows with the enemy." This small army advanced in three columns, two days' march apart, that the people might not be oppressed. Brown commanded the first. Advancing by Spoleto, Terni, and Narni, they reached Castellana, and held a council of war, at which Brown, the Cardinal Alessandro Albani, and the Bishop of Gurck assisted. A stormy debate ensued, and nothing was decided upon.

Meanwhile the alarmed King of Naples, with the combined armies of Naples and Spain, was encamped on the hill of Anagni, in the Campagna di Roma. The Spaniards under Count Gages consisted of eleven battalions of infantry, three regiments of cavalry, under the Duke of Atri, five hundred horse-archers, and three hundred of the Duke of Modena's archer-guards (archers, of course, but by name); with the Irish Brigade, and a regiment of hussar deserters. The Neapolitan army consisted of eighteen battalions of foot and five regiments of horse. The vanguard was composed of light-armed mountaineers. The artillery was commanded by the veteran Conte di Gazola.

Lobcowitz and Brown now began their march towards Rome; crossed the Tiber at Teverone, and halted at Marino, where of old stood the villa of Caius Marius. After a great deal of severe marching, counter-marching, and skirmishing, the prince resolved on assailing the chiefs of the allies in their head-quarters, which they had established in Viletri; and this daring enterprise he committed to Brown, his most active and able general.

In Viletri, the King of Naples and the Duke of Modena, with most of the nobles and officers of their troops, had quartered themselves, and taken every measure to secure and fortify the town, which is situated upon a high mountain, surrounded by deep valleys, all difficult of access, but beautifully planted with vineyards and groves of olive-trees. It had several gates, a Minorite convent, and a town-house, which crowned the summit of the hill. Charles of Naples occupied the noble palace of the Ginnetti family; adjacent to which were spacious gardens, a lane, and a bridge, all guarded by soldiers, and barricaded, and planted with brass cannon. The gardens communicated with the Valmonte road, and thereon were posted two battalions of the Walloon Guard. The custody of the Roman gate was committed to the Royal Regiment of Horse, and the Duke of Modena's Life Guards, while at the foot of the eminence, to sweep all approaches, the most of the artillery were posted near the Capuchin convent. The right flank of the town was occupied by Spanish and Italian infantry; the left by the cavalry, the Irish Brigade, and four battalions of the Walloon Guard.

The Austrians had intrenched themselves on a hill, only a mile distant; and there, by means of spies and deserters, Count Brown had accurately informed himself of all the arrangements which had been made in Viletri; but, brave as he was, on Prince Lobcowitz first proposing this hazardous duty to him, he was struck by the too evident desperation of the service.

"The Austrian forces," said he, "are insufficient for attempting so daring an enterprise; it is impossible to reach the Neapolitan cantonment undiscovered, and I do not think we could force it without imminent danger, and a warm reception. In my opinion, the easier and the safer way would be to make a general attack with all our strength upon the enemy's works."