But having made but little progress for a long time, in consequence of his making his troops sometimes advance and at others halt, and night now drawing on, Scipio recalled his troops from the battle, and collecting them, withdrew to a certain eminence, not very safe, indeed, particularly for dispirited troops, but higher than any of the surrounding places. There, at first, his infantry, drawn up around his baggage and cavalry, which were placed in their centre, had no difficulty in repelling the attacks of the charging Numidians; but afterwards, when three generals with three regular armies marched up in one entire body, and it was evident that his men would not be able to do much by arms in defending the position without fortifications, the general began to look about, and consider whether he could by any means throw a rampart around; but the hill was so bare, and the soil so rough, that neither could a bush be found for cutting a palisade, nor earth for making a mound, nor the requisites for making a trench or any other work; nor was the place naturally steep or abrupt enough to render the approach and ascent difficult to the enemy, as it rose on every side with a gentle acclivity. However, that they might raise up against them some semblance of a rampart, they placed around them the panniers tied to the burdens, building them up as it were to the usual height, and when there was a deficiency of panniers for raising it, they presented against the enemy a heap of baggage of every kind. The Carthaginian armies coming up, very easily marched up the eminence, but were stopped by the novel appearance of the fortification, as by something miraculous, when their leaders called out from all sides, asking "what they stopped at? and why they did not tear down and demolish that mockery, which was scarcely strong enough to impede the progress of women and children; that the enemy, who were skulking behind their baggage, were, in fact, captured and in their hands." Such were the contemptuous reproofs of their leaders. But it was not an easy task either to leap over or remove the burdens raised up against them, or to cut through the panniers, closely packed together and covered completely with baggage. When the removal of the burdens had opened a way to the troops, who were detained by them for a long time, and the same had been done in several quarters, the camp was now captured on all sides; the Romans were cut to pieces on all hands, the few by the many, the dispirited by the victorious. A great number of the men, however, having fled for refuge into the neighbouring woods, effected their escape to the camp of Publius Scipio, which Titus Fonteius commanded. Some authors relate that Cneius Scipio was slain on the eminence on the first assault of the enemy; others that he escaped with a few attendants to a castle near the camp; this, they say, was surrounded with fire, by which means the doors which they could not force were consumed; that it was thus taken, and all within, together with the general himself, put to death. Cneius Scipio was slain in the eighth year after his arrival in Spain, and on the twenty-ninth day after the death of his brother. At Rome the grief occasioned by their death was not more intense than that which was felt throughout Spain. The sorrow of the citizens, however, was partly distracted by the loss of the armies, the alienation of the province, and the public disaster, while in Spain they mourned and regretted the generals themselves, Cneius, however, the more, because he had been longer in command of them, had first engaged their affections, and first exhibited a specimen of Roman justice and forbearance.

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When it seemed that the Roman armies were annihilated, and Spain lost, one man recovered this desperate state of affairs. There was in the army one Lucius Marcius, the son of Septimus, a Roman knight, an enterprising youth, and possessing a mind and genius far superior to the condition in which he had been born. To his high talents had been added the discipline of Cneius Scipio, under which he had been thoroughly instructed during a course of so many years in all the qualifications of a soldier. This man, having collected the troops which had been dispersed in the flight, and drafted some from the garrisons, had formed an army not to be despised, and united it with Titus Tonteius, the lieutenant-general of Publius Scipio. But so transcendent was the Roman knight in authority and honour among the troops, that when, after fortifying a camp on this side of the Iberus, it had been resolved that a general of the two armies should be elected in an assembly of the soldiers, relieving each other in the guard of the rampart, and in keeping the outposts until every one had given his vote, they unanimously conferred the supreme command upon Lucius Marcius. All the intervening time, which was but short, was occupied in fortifying their camp and collecting provisions, and the soldiers executed every order not only with vigour, but with feelings by no means depressed. But when intelligence was brought them that Hasdrubal, son of Gisgo, who was coming to put the finishing stroke to the war, had crossed the Iberus and was drawing near, and when they saw the signal for battle displayed by a new commander, then calling to mind whom they had had for their leaders a little while ago, relying on what leaders and what forces they used to go out to fight, they all suddenly burst into tears and beat their heads, some raising their hands to heaven and arraigning the gods, others prostrating themselves upon the ground and invoking by name each his own former commander. Nor could their lamentations be restrained, though the centurions endeavoured to animate their companies, and though Marcius himself soothed and remonstrated with them, asking them "why they had given themselves up to womanish and unavailing lamentations rather than summon up all their courage to protect themselves and the commonwealth together, and not suffer their generals to lie unavenged?" But suddenly a shout and the sound of trumpets were heard; for by this time the enemy were near the rampart. Upon this, their grief being suddenly converted into rage, they hastily ran to arms, and, as it were, burning with fury, rushed to the gates and charged the enemy, while advancing in a careless and disorderly manner. This unexpected event instantly struck terror into the Carthaginians, who wondering whence so many enemies could have sprung up so suddenly, as the army had been almost annihilated; what could have inspired men who had been vanquished and routed with such boldness and confidence in themselves; what general could have arisen now that the two Scipios were slain; who could command the camp, and who had given the signal for battle; in consequence of these so many and so unexpected circumstances, at first, being in a state of complete uncertainty and amazement, they gave ground; but afterwards, discomfited by the violence of the charge, they turned their backs; and either there would have been a dreadful slaughter of the flying enemy, or a rash and dangerous effort on the part of the pursuers, had not Marcius promptly given the signal for retreat, and by throwing himself in the way of the front rank, and even holding some back with his own hands, repressed the infuriated troops. He then led them back to the camp, still eager for blood and slaughter. When the Carthaginians, who were at first compelled to fly with precipitation from the rampart of their enemy, saw that no one pursued them, concluding that they had stopped from fear, now on the other hand went away to their camp at an easy pace, with feelings of contempt for the enemy. There was a corresponding want of care in guarding their camp; for though the enemy were near, yet it seemed that they were but the remains of the two armies which had been cut to pieces a few days before. As in consequence of this all things were neglected in the enemy's camp, Marcius having ascertained this, addressed his mind to a measure which on the first view of it might appear rather rash than bold: it was, aggressively to assault the enemy's camp, concluding that the camp of Hasdrubal, while alone, might be carried with less difficulty than his own could be defended, if the three armies and as many generals should again unite; taking into consideration also that either if he succeeded he would retrieve their prostrate fortune, or if repulsed, still, by making the attack himself, he would rescue himself from contempt.

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Lest, however, the suddenness of the affair, and the fear of night, should frustrate a measure which was in itself ill adapted to his condition, he thought it right that his soldiers should be addressed and exhorted; and having called an assembly, he discoursed as follows: "Soldiers, either my veneration for our late commanders, both living and dead, or our present situation, may impress on every one the belief that this command, as it is highly honourable to me, conferred by your suffrages, so is it in its nature a heavy and anxious charge. For at a time when I should be scarcely so far master of myself as to be able to find any solace for my afflicted mind, did not fear deaden the sense of sorrow, I am compelled to take upon myself alone the task of consulting for the good of you all; a task of the greatest difficulty when under the influence of grief. And not even at that critical moment, when I ought to be considering in what manner I may be enabled to keep together for my country these remains of two armies, can I divert my mind from the affliction which incessantly preys upon me. For bitter recollection is ever present, and the Scipios ever disturb me with anxious cares by day and dreams by night, frequently rousing me from my sleep, and imploring me not to suffer themselves nor their soldiers, your companions in war, who had been victorious in this country for eight years, nor the commonwealth to remain unrevenged; enjoining me also to follow their discipline and their plans; and desiring that as there was no one more obedient to their commands while they were alive than I, so after their death I would consider that conduct as best, which I might have the strongest reason for believing they would have adopted in each case. I could wish also that you, my soldiers, should not show your respect for them by lamentations and tears, as if they were dead; (for they still live and flourish in the fame of their achievements;) but that whenever the memory of those men shall occur to you, you would go into battle as though you saw them encouraging you and giving you the signal. Nor certainly could anything else than their image presenting itself yesterday to your eyes and minds, have enabled you to fight that memorable battle, in which you proved to the enemy that the Roman name had not become extinct with the Scipios; and that the energy and valour of that people, which had not been overwhelmed by the disaster at Cannae, would, doubtlessly, emerge from the severest storms of fortune. Now since you have dared so much of your own accord, I have a mind to try how much you will dare when authorized by your general: for yesterday, when I gave the signal for retreat while you were pursuing the routed enemy with precipitation, I did not wish to break your spirit, but to reserve it for greater glory and more advantageous opportunities; that you might afterwards, when prepared and armed, seize an occasion of attacking your enemy while off their guard, unarmed, and even buried in sleep. Nor do I entertain the hope of gaining an opportunity of this kind rashly, but from the actual state of things. Doubtless, if any one should ask even himself, by what means, though few in number and disheartened by defeat, you defended your camp against troops superior in number and victorious, you would give no other answer than that, as this was the very thing you were afraid of, you had kept every place secured by works and yourselves ready and equipped. And so it generally happens: men are least secure against that which fortune causes not to be feared; because you leave unguarded and exposed what you think is not necessary to be cared about. There is nothing whatever which the enemy fear less at the present time, than lest we, who were a little while ago besieged and assaulted, should aggressively assault their camp ourselves. Let us dare, then, to do that which it is incredible we should have the courage to attempt; it will be most easy from the very fact of its appearing most difficult. At the third watch of the night I will lead you thither in silence. I have ascertained by means of scouts that they have no regular succession of watches, no proper outposts. Our shout at their gates, when heard, and the first assault, will carry their camp. Then let that carnage be made among men, torpid with sleep, terrified at the unexpected tumult, and overpowered while lying defenceless in their beds, from which you were so grieved to be recalled yesterday. I know that the measure appears to you a daring one; but in difficult and almost desperate circumstances the boldest counsels are always the safest. For if when the critical moment has arrived, the opportunity of seizing which is of a fleeting nature, you delay ever so little, in vain do you seek for it afterwards when it has been neglected. One army is near us; two more are not far off. We have some hopes if we make an attack now; and you have already made trial of your own and their strength. If we postpone the time and cease to be despised in consequence of the fame of yesterday's irruption, there is danger lest all the generals and all the forces should unite. Shall we be able then to withstand three generals and three armies, whom Cneius Scipio with his army unimpaired could not withstand? As our generals have perished by dividing their forces, so the enemy may be overpowered while separated and divided. There is no other mode of maintaining the war; let us, therefore, wait for nothing but the opportunity of the ensuing night. Now depart, with the favour of the gods, and refresh yourselves, that, unfatigued and vigorous, you may burst into the enemy's camp with the same spirit with which you have defended your own." This new enterprise, proposed by their new general, they received with joy; and the more daring it was the more it pleased them. The remainder of the day was spent in getting their arms in readiness and recruiting their strength, the greater part of the night was given to rest, and at the fourth watch they were in motion.

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