But Hannibal was more farsighted than king Pyrrhus. He did not march on Rome; nor even against Gnaeus Servilius, an able general, who had with the help of the fortresses on the northern road preserved his army hitherto uninjured, and would perhaps have kept his antagonist at bay. Once more a movement occurred which was quite unexpected. Hannibal marched past the fortress of Spoletium, which he attempted in vain to surprise, through Umbria, fearfully devastated the territory of Picenum which was covered all over with Roman farmhouses, and halted on the shores of the Adriatic. The men and horses of his army had not yet recovered from the painful effects of their spring campaign; here he rested for a considerable time to allow his army to recruit its strength in a pleasant district and at a fine season of the year, and to reorganize his Libyan infantry after the Roman mode, the means for which were furnished to him by the mass of Roman arms among the spoil. From this point, moreover, he resumed his long-interrupted communication with his native land, sending his messages of victory by water to Carthage. At length, when his army was sufficiently restored and had been adequately exercised in the use of the new arms, he broke up and marched slowly along the coast into southern Italy.

He had calculated correctly, when he chose this time for remodelling his infantry. The surprise of his antagonists, who were in constant expectation of an attack on the capital, allowed him at least four weeks of undisturbed leisure for the execution of the unprecedentedly bold experiment of changing completely his military system in the heart of a hostile country and with an army still comparatively small, and of attempting to oppose African legions to the invincible legions of Italy. But his hope that the confederacy would now begin to break up was not fulfilled. In this respect the Etruscans, who had carried on their last wars of independence mainly with Gallic mercenaries, were of less moment; the flower of the confederacy, particularly in a military point of view, consisted - next to the Latins - of the Sabellian communities, and with good reason Hannibal had now come into their neighbourhood. But one town after another closed its gates; not a single Italian community entered into alliance with the Phoenicians. This was a great, in fact an all-important, gain for the Romans. Nevertheless it was felt in the capital that it would be imprudent to put the fidelity of their allies to such a test, without a Roman army to keep the field. The dictator Quintus Fabius combined the two supplementary legions formed in Rome with the army of Ariminum, and when Hannibal marched past the Roman fortress of Luceria towards Arpi, the Roman standards appeared on his right flank at Aeca. Their leader, however, pursued a course different from that of his predecessors. Quintus Fabius was a man advanced in years, of a deliberation and firmness, which to not a few seemed procrastination and obstinacy. Zealous in his reverence for the good old times, for the political omnipotence of the senate, and for the command of the burgomasters, he looked to a methodical prosecution of the war as - next to sacrifices and prayers - the means of saving the state. A political antagonist of Gaius Flaminius, and summoned to the head of affairs in virtue of the reaction against his foolish war-demagogism, Fabius departed for the camp just as firmly resolved to avoid a pitched battle at any price, as his predecessor had been determined at any price to fight one; he was without doubt convinced that the first elements of strategy would forbid Hannibal to advance so long as the Roman army confronted him intact, and that accordingly it would not be difficult to weaken by petty conflicts and gradually to starve out the enemy's army, dependent as it was on foraging for its supplies.

Hannibal, well served by his spies in Rome and in the Roman army, immediately learned how matters stood, and, as usual, adjusted the plan of his campaign in accordance with the individual character of the opposing leader. Passing the Roman army, he marched over the Apennines into the heart of Italy towards Beneventum, took the open town of Telesia on the boundary between Samnium and Campania, and thence turned against Capua, which as the most important of all the Italian cities dependent on Rome, and the only one standing in some measure on a footing of equality with it, had for that very reason felt more severely than any other community the oppression of the Roman government. He had formed connections there, which led him to hope that the Campanians might revolt from the Roman alliance; but in this hope he was disappointed. So, retracing his steps, he took the road to Apulia. During all this march of the Carthaginian army the dictator had followed along the heights, and had condemned his soldiers to the melancholy task of looking on with arms in their hands, while the Numidian cavalry plundered the faithful allies far and wide, and the villages over all the plain rose in flames. At length he opened up to the exasperated Roman army the eagerly-coveted opportunity of attacking the enemy. When Hannibal had begun his retreat, Fabius intercepted his route near Casilinum (the modern Capua), by strongly garrisoning that town on the left bank of the Volturnus and occupying the heights that crowned the right bank with his main army, while a division of 4000 men encamped on the road itself that led along by the river. But Hannibal ordered his light-armed troops to climb the heights which rose immediately alongside of the road, and to drive before them a number of oxen with lighted faggots on their horns, so that it seemed as if the Carthaginian army were thus marching off during the night by torchlight. The Roman division, which barred the road, imagining that they were evaded and that further covering of the road was superfluous, marched by a side movement to the same heights. Along the road thus left free Hannibal then retreated with the bulk of his army, without encountering the enemy; next morning he without difficulty, but with severe loss to the Romans, disengaged and recalled his light troops. Hannibal then continued his march unopposed in a north-easterly direction; and by a widely-circuitous route, after traversing and laying under contribution the lands of the Hirpinians, Campanians, Samnites, Paelignians, and Frentanians without resistance, he arrived with rich booty and a full chest once more in the region of Luceria, just as the harvest there was about to begin. Nowhere in his extensive march had he met with active opposition, but nowhere had he found allies. Clearly perceiving that no course remained for him but to take up winter quarters in the open field, he began the difficult operation of collecting the winter supplies requisite for the army, by means of its own agency, from the fields of the enemy. For this purpose he had selected the broad and mostly flat district of northern Apulia, which furnished grain and grass in abundance, and which could be completely commanded by his excellent cavalry. An entrenched camp was constructed at Gerunium, twenty-five miles to the north of Luceria. Two-thirds of the army were daily despatched from it to bring in the stores, while Hannibal with the remainder took up a position to protect the camp and the detachments sent out.