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On the other side, the Roman generals also, Lucius Lentulus and Lucius Manlius Acidinus, lest by neglecting the first beginnings of the war it should increase in violence, having united their armies, and led their troops through the Ausetanian territory in a peaceable manner, as though it had been the territory of friends instead of enemies, came to the position of the enemy, and pitched their camp at a distance of three miles from theirs. At first an unsuccessful attempt was made, through ambassadors, to induce them to lay down their arms; then the Spanish cavalry making a sudden attack on the Roman foragers, a body of cavalry was sent to support them from the Roman outposts, when a battle between the cavalry took place with no memorable issue to either side. The next day, at sun-rise, the whole force displayed their line, armed and drawn out for battle, at the distance of about a mile from the Roman camp. The Ausetanians were in the centre, the right wing was occupied by the Ilergetians, the left by some inconsiderable states of Spain. Between the wings and the centre they had left intervals of considerable extent, through which they might send out their cavalry when occasion required. The Romans also, drawing up their army in their usual manner, imitated the enemy in respect only of leaving themselves also intervals between the legions to afford passages for their cavalry. Lentulus, however, concluding that the cavalry could be employed with advantage by those only who should be the first to send them against the enemy's line, thus broken by intervals, ordered Servius Cornelius, a military tribune, to direct the cavalry to ride at full speed into the spaces left in the enemy's line. Lentulus himself, as the battle between the infantry was somewhat unfavourable in its commencement, waited only until he had brought up from the reserve into the front line the thirteenth legion to support the twelfth legion, which had been posted in the left wing, against the Ilergetians, and which was giving ground. And when the battle was thus placed on an equal footing in that quarter, he came to Lucius Manlius, who was exhorting the troops in the foremost line, and bringing up the reserves in such places as circumstances required, and told him that all was safe in the left wing, and that Cornelius Servius, who had been sent by him for that purpose, would soon pour round the enemy a storm of cavalry. He had scarcely uttered these words, when the Roman horse, riding into the midst of the enemy, at once threw their line of infantry into disorder, and closed up the passage by which the Spanish cavalry were to advance. The Spaniards, therefore, giving up all thoughts of fighting on horseback, dismounted and fought on foot. When the Roman generals saw that the ranks of the enemy were in confusion, that they were in a state of trepidation and dismay, their standards moving to and fro, they exhorted and implored their men to charge them while thus discomfited, and not allow them to form their line again. So desperate was their charge that the barbarians could not have withstood the shock, had not the prince Indibilis in person, together with the discounted cavalry, opposed himself to the enemy before the front rank of the infantry. There an obstinate contest continued for a considerable time; but those who fought round the king, who continued his resistance though almost expiring, and who was afterwards pinned to the earth by a javelin, having at length fallen, overwhelmed with darts, a general flight took place; and the number slain was the greater because the horsemen were prevented from remounting, and because the Romans pressed impetuously upon the discomfited troops; nor did they give over until they had deprived the enemy of their camp. On that day thirteen thousand Spaniards were slain, and about eight hundred captured. Of the Romans and allies there fell a little more than two hundred, and those principally in the left wing. Such of the Spaniards as were beaten out of their camp, or had escaped from the battle, at first dispersed themselves through the country, but afterwards returned each to his own state.

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They were then summoned to an assembly by Mandonius, at which, after complaining bitterly of the losses they had sustained, and upbraiding the instigators of the war, they resolved that ambassadors should be sent with proposals to deliver up their arms and make a surrender. These, laying the blame on Indibilis, the instigator of the war, and the other chiefs, most of whom had fallen in the battle, and offering to deliver up their arms and surrender themselves, received for answer, that their surrender would be accepted on condition that they delivered up alive Mandonius and the rest of the persons who had fomented the war; but if they refused to comply, that armies should be marched into the territories of the Ilergetians and Ausetanians, and afterwards into those of the other states in succession. This answer given to the ambassadors, was reported to the assembly, and Mandonius and the other chiefs were there seized and delivered up for punishment. Peace was restored to the states of Spain, which were ordered to pay double taxes that year, and furnish corn for six months, together with cloaks and gowns for the army; and hostages were taken from about thirty of the states.

The tumult occasioned by the rebellion in Spain having been thus excited and suppressed within the space of a few days, without any great disturbance, the whole terror of the war was directed against Africa. Caius Laelius having arrived at Hippo Regius by night, at break of day led his soldiers and mariners in regular array to lay waste the country. As all the inhabitants were living unguardedly, as in a time of peace, great damage was done; and messengers, flying in terror, filled Carthage with alarm, by reporting that the Roman fleet and the general, Scipio, had arrived; for there was a rumour that Scipio had already crossed over into Sicily. Not knowing accurately how many ships they had seen, or how large a body of troops was devastating the country, they, under the influence of fear, which represented them as greater than they really were, exaggerated every thing. Accordingly, at first, terror and dismay took possession of their minds, but afterwards grief, when they reflected that their circumstances had undergone so great a change; that they, who lately as conquerors had an army before the walls of Rome, and, after having laid prostrate so many armies of the enemy, had received the surrender of all the states of Italy, either by force or choice, now, the war having taken an unfavourable turn, were destined to behold the devastation of Africa and the siege of Carthage, without any thing like the resources to enable them to bear up against those calamities which the Romans possessed. To the latter the Roman commons and Latium afforded a supply of young men, which continually grew up more vigorous and more numerous, in the room of so many armies destroyed, while their own people, both those in the city and those in the country, were unfit for military service; their troops consisted of auxiliaries, procured by hire from the Africans, a faithless nation, and veering about with every gale of fortune. Now too, with regard to the kings, Syphax was alienated from them since his conference with Scipio, and Masinissa, by an open defection, had become their most determined enemy. Wherever they turned their eyes there was no hope, no aid. Neither did Mago excite any commotion on the side of Gaul, nor join his forces with those of Hannibal; while Hannibal himself was now declining both in reputation and strength.

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Their minds, which had fallen into these melancholy reflections in consequence of the intelligence they had just received, were brought back by their immediate fears to deliberate how to oppose the instant danger. They resolved, that troops should be hastily levied both in the city and in the country; that persons should be sent to hire auxiliaries from the Africans; that the city should be fortified, corn collected, weapons and arms prepared, and ships equipped and sent to Hippo against the Roman fleet. But now, while engaged in these matters, news at length arrived that it was Laelius, and not Scipio; that the forces which he had brought over were only what were sufficient for making predatory incursions into the country, and that the principal stress of the war still lay in Sicily. Thus they were enabled to take breath, and they began to send embassies to Syphax and the other petty princes, for the purpose of strengthening their alliances. To Philip also ambassadors were sent, to promise him two hundred talents of silver, if he would cross over into Sicily or Italy. Ambassadors were also sent into Italy to the two generals, to desire them to keep Scipio at home by terrifying the enemy in every way they could. To Mago, not only ambassadors were sent, but twenty-five men of war, six thousand infantry, eight hundred horse, and seven elephants, besides a large sum of money to be employed in hiring auxiliaries, in order that, encouraged by these aids, he might advance his army nearer to the city of Rome, and form a junction with Hannibal. Such were the preparations and plans at Carthage. While Laelius was employed in carrying off an immense quantity of booty from the country, the inhabitants of which had no arms, and which was destitute of forces, Masinissa, moved by the report of the arrival of the Roman fleet, came to him attended by a small body of horse. He complained that "Scipio had not acted with promptness in this business, in that he had not already passed his army over into Africa, while the Carthaginians were in consternation, and while Syphax was entangled in wars with the neighbouring states, and in doubt and uncertainty as to the course he should take; that if time was allowed to Syphax to adjust his own affairs according to his mind, he would not in any thing keep his faith with the Romans inviolate." He requested that he would exhort and stimulate Scipio not to delay. Though driven from his kingdom, he said he would join him with no despicable force of foot and horse. Nor was it right, said he that Laelius should continue in Africa, for he believed that a fleet had set sail from Carthage, with which, in the absence of Scipio, it would not be altogether safe to engage.