XXXII.—Having broken up the council he called the soldiers together, and reminded them "what advantage Caesar had derived from their zeal at Corfinium; how by their good offices and influence he had brought over a great part of Italy to his interest. For, says he, all the municipal towns afterwards imitated you and your conduct; nor was it without reason that Caesar judged so favourably, and the enemy so harshly of you. For Pompey, though beaten in no engagement, yet was obliged to shift his ground, and leave Italy, from the precedent established by your conduct. Caesar committed me, whom he considered his dearest friend, and the provinces of Sicily and Africa, without which he was not able to protect Rome or Italy, to your protection. There are some here present who encourage you to revolt from us; for what can they wish for more, than at once to ruin us, and to involve you in a heinous crime? or what baser opinions could they in their resentment entertain of you, than that you would betray those who acknowledged themselves indebted to you for everything, and put yourselves in the power of those who think they have been ruined by you? Have you not heard of Caesar's exploits in Spain? that he routed two armies, conquered two generals, recovered two provinces, and effected all this within forty days after he came in sight of the enemy? Can those who were not able to stand against him whilst they were uninjured resist him when they are ruined? Will you, who took part with Caesar whilst victory was uncertain, take part with the conquered enemy when the fortune of the war is decided, and when you ought to reap the reward of your services? For they say that they have been deserted and betrayed by you, and remind you of a former oath. But did you desert Lucius Domitius, or did Lucius Domitius desert you? Did he not, when you were ready to submit to the greatest difficulties, cast you off? Did he not, without your privacy, endeavour to effect his own escape? When you were betrayed by him, were you not preserved by Caesar's generosity? And how could he think you bound by your oath to him, when, after having thrown up the ensigns of power, and abdicated his government, he became a private person, and a captive in another's power? A new obligation is left upon you, that you should disregard the oath, by which you are at present bound; and have respect only to that which was invalidated by the surrender of your general, and his diminution of rank. But I suppose, although you are pleased with Caesar, you are offended with me; however I shall not boast of my services to you, which still are inferior to my own wishes or your expectations. But, however, soldiers have ever looked for the rewards of labour at the conclusion of a war; and what the issue of it is likely to be, not even you can doubt. But why should I omit to mention my own diligence and good fortune, and to what a happy crisis affairs are now arrived? Are you sorry that I transported the army safe and entire, without the loss of a single ship? That on my arrival, in the very first attack, I routed the enemy's fleet? That twice in two days I defeated the enemy's horse? That I carried out of the very harbour and bay, two hundred of the enemy's victuallers, and reduced them to that situation that they can receive no supplies either by land or sea? Will you divorce yourselves from this fortune and these generals; and prefer the disgrace of Corfinium, the defeat of Italy, the surrender of both Spains, and the prestige of the African war? I, for my part, wished to be called a soldier of Caesar's; you honoured me with the title of Imperator. If you repent your bounty, I give it back to you; restore to me my former name that you may not appear to have conferred the honour on me as a reproach."

XXXIII.—The soldiers, being affected by this oration, frequently attempted to interrupt him whilst he was speaking, so that they appeared to bear with excessive anguish the suspicion of treachery, and when he was leaving the assembly they unanimously besought him to be of good spirits, and not hesitate to engage the enemy and put their fidelity and courage to a trial. As the wishes and opinions of all were changed by this act, Curio, with the general consent, determined, whenever opportunity offered, to hazard a battle. The next day he led out his forces and ranged them in order of battle on the same ground where they had been posted the preceding day; nor did Attius Varus hesitate to draw out his men, that, if any occasion should offer, either to tamper with our men or to engage on equal terms, he might not miss the opportunity.

XXXIV.-There lay between the two armies a valley, as already mentioned, not very deep, but of a difficult and steep ascent. Each was waiting till the enemy's forces should attempt to pass it, that they might engage with the advantage of the ground. At the same time, on the left wing, the entire cavalry of Publius Attius, and several light-armed infantry intermixed with them, were perceived descending into the valley. Against them Curio detached his cavalry and two cohorts of the Marrucini, whose first charge the enemy's horse were unable to stand, but, setting spurs to their horses, fled back to their friends: the light-infantry being deserted by those who had come out along with them, were surrounded and cut to pieces by our men. Varus's whole army, facing that way, saw their men flee and cut down. Upon which Rebilus, one of Caesar's lieutenants, whom Curio had brought with him from Sicily knowing that he had great experience in military matters, cried out, "You see the enemy are daunted, Curio! why do you hesitate to take advantage of the opportunity?" Curio, having merely "expressed this, that the soldiers should keep in mind the professions which they had made to him the day before," then ordered them to follow him, and ran far before them all. The valley was so difficult of ascent that the foremost men could not struggle up it unless assisted by those behind. But the minds of Attius's soldiers being prepossessed with fear and the flight and slaughter of their men, never thought of opposing us; and they all imagined that they were already surrounded by our horse, and, therefore, before a dart could be thrown or our men come near them, Varus's whole army turned their backs and retreated to their camp.

XXXV.-In this flight one Fabius, a Pelignian and common soldier in Curio's army, pursuing the enemy's rear, with a loud voice shouted to Varus by his name, and often called him, so that he seemed to be one of his soldiers, who wished to speak to him and give him advice. When Varus, after being repeatedly called, stopped and looked at him, and inquired who he was and what he wanted, he made a blow with his sword at his naked shoulder and was very near killing Varus, but he escaped the danger by raising his shield to ward off the blow. Fabius was surrounded by the soldiers near him and cut to pieces; and by the multitude and crowds of those that fled, the gates of the camps were thronged and the passage stopped, and a greater number perished in that place without a stroke than in the battle and flight. Nor were we far from driving them from this camp; and some of them ran straightway to the town without halting. But both the nature of the ground and the strength of the fortifications prevented our access to the camp; for Curio's soldiers, marching out to battle, were without those things which were requisite for storming a camp. Curio, therefore, led his army back to the camp, with all his troops safe except Fabius. Of the enemy about six hundred were killed and a thousand wounded, all of whom, after Curio's return, and several more under pretext of their wounds, but in fact through fear, withdrew from the camp into the town, which Varus perceiving and knowing the terror of his army, leaving a trumpeter in his camp and a few tents for show, at the third watch led back his army quietly into the town.

XXXVI.—The next day Curio resolved to besiege Utica, and to draw lines about it. In the town there was a multitude of people, ignorant of war, owing to the length of the peace; some of them Uticans, very well inclined to Caesar, for his favours to them; the Roman population was composed of persons differing widely in their sentiments. The terror occasioned by former battles was very great; and therefore they openly talked of surrendering, and argued with Attius that he should not suffer the fortune of them all to be ruined by his obstinacy. Whilst these things were in agitation, couriers, who had been sent forward, arrived from king Juba, with the intelligence that he was on his march, with considerable forces, and encouraged them to protect and defend their city, a circumstance which greatly comforted their desponding hearts.

XXXVII.—The same intelligence was brought to Curio; but for some time he could not give credit to it, because he had so great confidence in his own good fortune. And at this time Caesar's success in Spain was announced in Africa by messages and letters. Being elated by all these things, he imagined that the king would not dare to attempt anything against him. But when he found out, from undoubted authority, that his forces were less than twenty miles distant from Utica, abandoning his works, he retired to the Cornelian camp. Here he began to lay in corn and wood, and to fortify his camp, and immediately despatched orders to Sicily, that his two legions and the remainder of his cavalry should be sent to him. His camp was well adapted for protracting a war, from the nature and strength of the situation, from its proximity to the sea, and the abundance of water and salt, of which a great quantity had been stored up from the neighbouring salt-pits. Timber could not fail him from the number of trees, nor corn, with which the lands abounded. Wherefore, with the general consent, Curio determined to wait for the rest of his forces, and protract the war.

XXXVIII.—This plan being settled, and his conduct approved of, he is informed by some deserters from the town that Juba had stayed behind in his own kingdom, being called home by a neighbouring war, and a dispute with the people of Leptis; and that Sabura, his commander-in-chief, who had been sent with a small force, was drawing near to Utica. Curio rashly believing this information, altered his design, and resolved to hazard a battle. His youth, his spirits, his former good fortune and confidence of success, contributed much to confirm this resolution. Induced by these motives, early in the night he sent all his cavalry to the enemy's camp near the river Bagrada, of which Sabura, of whom we have already spoken, was the commander. But the king was coming after them with all his forces, and was posted at a distance of six miles behind Sabura. The horse that were sent perform their march that night, and attack the enemy unawares and unexpectedly; for the Numidians, after the usual barbarous custom, encamped here and there without any regularity. The cavalry having attacked them, when sunk in sleep and dispersed, killed a great number of them; many were frightened and ran away. After which the horse returned to Curio, and brought some prisoners with them.

XXXIX.—Curio had set out at the fourth watch with all his forces, except five cohorts which he left to guard the camp. Having advanced six miles, he met the horse, heard what had happened, and inquired from the captives who commanded the camp at Bagrada. They replied Sabura. Through eagerness to perform his journey, he neglected to make further inquiries, but looking back to the company next him, "Don't you see, soldiers," says he, "that the answer of the prisoners corresponds with the account of the deserters, that the king is not with him, and that he sent only a small force which was not able to withstand a few horse? Hasten then to spoil, to glory; that we may now begin to think of rewarding you, and returning you thanks." The achievements of the horse were great in themselves, especially if their small number be compared with the vast host of Numidians. However, the account was enlarged by themselves, as men are naturally inclined to boast of their own merit. Besides, many spoils were produced; the men and horses that were taken were brought into their sight, that they might imagine that every moment of time which intervened was a delay to their conquest. By this means the hopes of Curio were seconded by the ardour of the soldiers. He ordered the horse to follow him, and hastened his march, that he might attack them as soon as possible, while in consternation after their flight. But the horse, fatigued by the expedition of the preceding night, were not able to keep up with him, but fell behind in different places. Even this did not abate Curio's hopes.

XL.—Juba, being informed by Sabura of the battle in the night, sent to his relief two thousand Spanish and Gallic horse, which he was accustomed to keep near him to guard his person, and that part of his infantry on which he had the greatest dependence, and he himself followed slowly after with the rest of his forces and forty elephants, suspecting that as Curio had sent his horse before, he himself would follow them. Sabura drew up his army, both horse and foot, and commanded them to give way gradually and retreat through the pretence of fear; that when it was necessary he would give them the signal for battle, and such orders as he found circumstances required. Curio, as his idea of their present behaviour was calculated to confirm his former hopes, imagined that the enemy were running away, and led his army from the rising grounds down to the plain.

XLI.—And when he had advanced from this place about sixteen miles, his army being exhausted with the fatigue, he halted. Sabura gave his men the signal, marshalled his army, and began to go around his ranks and encourage them. But he made use of the foot only for show; and sent the horse to the charge: Curio was not deficient in skill, and encouraged his men to rest all their hopes in their valour. Neither were the soldiers, though wearied, nor the horse, though few and exhausted with fatigue, deficient in ardour to engage, and courage: but the latter were in number but two hundred: the rest had dropped behind on the march. Wherever they charged they forced the enemy to give ground, but they were not able to pursue them far when they fled, or to press their horses too severely. Besides, the enemy's cavalry began to surround us on both wings and to trample down our rear. When any cohorts ran forward out of the line, the Numidians, being fresh, by their speed avoided our charge, and surrounded ours when they attempted to return to their post, and cut them off from the main body. So that it did not appear safe either to keep their ground and maintain their ranks, or to issue from the line, and run the risk. The enemy's troops were frequently reinforced by assistance sent from Juba; strength began to fail our men through fatigue; and those who had been wounded could neither quit the field nor retire to a place of safety, because the whole field was surrounded by the enemy's cavalry. Therefore, despairing of their own safety, as men usually do in the last moment of their lives, they either lamented their unhappy deaths, or recommended their parents to the survivors, if fortune should save any from the impending danger. All were full of fear and grief.