With these Pyrrhus marched to Tarentum; Cineas, as soon as he heard of his arrival, bringing out the Tarentine army to meet him. When he reached the city he did nothing to displease the Tarentines until his fleet returned to the coast and he had assembled the greater part of his army. But then, as he saw that the populace, unless ruled by a strong hand, could neither help him nor help themselves, but intended to stay idling about their baths and entertainments at home, while he fought their battles in the field, he closed the gymnasia and public walks, in which the people were wont to waste their time in empty talk about the war. He forbade all drinking, feasting, and unseasonable revels, and forced the people to take up arms, proving himself inexorable to everyone who was on the muster-roll of able-bodied citizens. This conduct made him much disliked, and many of the Tarentines left the city in disgust; for they were so unused to discipline that they considered that not to be able to pass their lives as they chose was no better than slavery.

When news came that Laevinus, the Roman consul, was marching to attack him with a large force, and was plundering the country of Lucania as he advanced, while Pyrrhus' allies had not yet arrived, he thought it a shameful thing to allow the enemy to proceed any farther, and marched out with his army. He sent before him a herald to the Roman general, informing him that he was willing to act as arbitrator in the dispute between the Romans and the Greek cities of Italy, if they chose to terminate it peacefully. On receiving for an answer that the Romans neither wished for Pyrrhus as an arbitrator, nor feared him as an enemy, he marched forward, and encamped in the plain between the city of Pandosia and Heraclea.

Learning that the Romans were close by, and were encamping on the farther side of the river Siris (the river Aciris, now called Agri), he rode up to the river to view them; and when he observed their even ranks, their orderly movements, and their well-arranged camp, he was surprised, and said to the nearest of his friends: "These barbarians, Megacles, have nothing barbarous in their military discipline; but we shall soon learn what they can do." He began indeed already to feel some uncertainty as to the issue of the campaign, and determined to wait until his allies came up, and till then to observe the movements of the Romans, and prevent their crossing the river. They, however, perceiving his object, at once crossed the river, the infantry at a ford, the cavalry at many points at once, so that the Greeks feared they might be surrounded, and drew back. Pyrrhus, perceiving this, ordered his officers instantly to form the troops in order of battle and wait under arms while he himself charged with the cavalry, three thousand strong, hoping to catch the Romans in the act of crossing the river and consequently in disorder.

When he saw many shields of the Roman infantry appearing over the river bank, and their horsemen all ranged in order, he closed up his own ranks and charged them first himself, a conspicuous figure in his beautiful glittering armor, and proving by his exploits that he deserved his high reputation; especially as although he fought personally, and engaged in combat with the enemy, yet he continually watched the whole battle, and handled his troops with as much facility as though he were not in the thick of the fight, appearing always wherever his presence was required, and reenforcing those who seemed likely to give way. In this battle Leonnatus the Macedonian, observing one of the Italians watching Pyrrhus and constantly following him about the field, said to him: "My King, do you see that barbarian on the black horse with white feet? He seems to be meditating some desperate deed. He is a man of spirit and courage, and he never takes his eyes off you, and takes no notice of anyone else. Beware of that man."

Pyrrhus answered: "Leonnatus, no man can avoid his fate; but neither that Italian nor anyone else who attacks me will do so with impunity." While they were yet talking the Italian levelled his lance and urged his horse in full career against Pyrrhus. He struck the King's horse with his spear, and at the same instant his own horse was struck a sidelong blow by Leonnatus. Both horses fell; Pyrrhus was saved by his friends, and the Italian perished fighting. He was of the nation of the Frentani, Hoplacus by name, and was the captain of a troop of horse.

This incident taught Pyrrhus to be more cautious. He observed that his cavalry were inclined to give way, and therefore sent for his phalanx, and arrayed it against the enemy. Then he gave his cloak and armor to one of his companions, Megacles, and after partially disguising himself in those of his friend, led his main body to attack the Roman army. The Romans stoutly resisted him, and an obstinate battle took place, for it is said that the combatants alternately yielded and again pressed forward no less than seven distinct times. The King's exchange of armor, too, though it saved his life, yet very nearly lost him the victory: for many attacked Megacles, and the man who first struck him down, who was named Decius, snatched up his cloak and helmet, and rode with them to Lævinus, displaying them and shouting aloud that he had slain Pyrrhus.

The Romans, when they saw these spoils carried in triumph along their ranks, raised a joyful cry, while the Greeks were correspondingly disheartened, until Pyrrhus, learning what had taken place, rode along the line with his head bare, stretching out his hands to his soldiers and telling them that he was safe. At length he was victorious, chiefly by means of a sudden charge of his Thessalian horse on the Romans after they had been thrown into disorder by the advance of the elephants. The Roman horses were terrified at these animals, and, long before they came near, ran away with their riders in panic. The slaughter was very great: Dionysius says that of the Romans there fell but little short of fifteen thousand, but Hieronymus reduces this to seven thousand, while on Pyrrhus' side there fell, according to Dionysius, thirteen thousand, but according to Hieronymus less than four thousand.

These, however, were the very flower of Pyrrhus' army; for he lost all his most trusty officers and his most intimate personal friends. Still, he captured the Roman camp, which was abandoned by the enemy, induced several of their allied cities to join him, plundered a vast extent of country, and advanced within three hundred stades—less than forty English miles—of Rome itself. After the battle many of the Lucanians and Samnites came up; these allies he reproached for their dilatory movements, but was evidently well pleased at having conquered the great Roman army with no other forces but his own Epirotes and the Tarentines.

The Romans did not remove Laevinus from his office of consul, although Caius Fabricius is reported to have said that it was not the Epirotes who had conquered the Romans, but Pyrrhus who had conquered Laevinus; meaning that he thought that the defeat was owing not to the greater force but the superior generalship of the enemy. They astonished Pyrrhus by quickly filling up their ranks with fresh levies, and talking about the war in a spirit of fearless confidence. He decided to try whether they were disposed to make terms with him, as he perceived that to capture Rome and utterly subdue the Roman people would be a work of no small difficulty, and that it would be vain to attempt it with the force at his disposal, while after his victory he could make peace on terms which would reflect great lustre on himself. Cineas was sent as ambassador to conduct this negotiation.

He conversed with the leading men of Rome, and offered their wives and children presents from the King. No one, however, would accept them, but they all, men and women alike, replied that if peace were publicly concluded with the King, they would then have no objection to regard him as a friend. And when Cineas spoke before the senate in a winning and persuasive manner he could not make any impression upon his audience, although he announced to them that Pyrrhus would restore the prisoners he had taken without any ransom, and would assist them in subduing all Italy, while all that he asked in return was that he should be regarded as a friend, and that the people of Tarentum should not be molested. The common people, however, were evidently eager for peace, in consequence of their having been defeated in one great battle, and expecting that they would have to fight another against a larger force, because the Italian states would join Pyrrhus.