The master of the horse, Marcus Minucius, who held temporary command in the Roman camp during the absence of the dictator, deemed this a suitable opportunity for approaching the enemy more closely, and formed a camp in the territory of the Larinates; where on the one hand by his mere presence he checked the sending out of detachments and thereby hindered the provisioning of the enemy's army, and on the other hand, in a series of successful conflicts in which his troops encountered isolated Phoenician divisions and even Hannibal himself, drove the enemy from their advanced positions and compelled them to concentrate themselves at Gerunium. On the news of these successes, which of course lost nothing in the telling, the storm broke, forth in the capital against Quintus Fabius. It was not altogether unwarranted. Prudent as it was on the part of Rome to abide by the defensive and to expect success mainly from the cutting off of the enemy's means of subsistence, there was yet something strange in a system of defence and of starving out, under which the enemy had laid waste all central Italy without opposition beneath the eyes of a Roman army of equal numbers, and had provisioned themselves sufficiently for the winter by an organized method of foraging on the greatest scale. Publius Scipio, when he commanded on the Po, had not adopted this view of a defensive attitude, and the attempt of his successor to imitate him at Casilinum had failed in such a way as to afford a copious fund of ridicule to the scoffers of the city. It was wonderful that the Italian communities had not wavered, when Hannibal so palpably showed them the superiority of the Phoenicians and the nullity of Roman aid; but how long could they be expected to bear the burden of a double war, and to allow themselves to be plundered under the very eyes of the Roman troops and of their own contingents? Finally, it could not be alleged that the condition of the Roman army compelled the general to adopt this mode of warfare. It was composed, as regarded its core, of the capable legions of Ariminum, and, by their side, of militia called out, most of whom were likewise accustomed to service; and, far from being discouraged by the last defeats, it was indignant at the but little honourable task which its general, "Hannibal's lackey", assigned to it, and it demanded with a loud voice to be led against the enemy. In the assemblies of the people the most violent invectives were directed against the obstinate old man. His political opponents, with the former praetor Gaius Terentius Varro at their head, laid hold of the quarrel - for the understanding of which we must not forget that the dictator was practically nominated by the senate, and the office was regarded as the palladium of the conservative party - and, in concert with the discontented soldiers and the possessors of the plundered estates, they carried an unconstitutional and absurd resolution of the people conferring the dictatorship, which was destined to obviate the evils of a divided command in times of danger, on Marcus Minucius[4], who had hitherto been the lieutenant of Quintus Fabius, in the same way as on Fabius himself. Thus the Roman army, after its hazardous division into two separate corps had just been appropriately obviated, was once more divided; and not only so, but the two sections were placed under leaders who notoriously followed quite opposite plans of war. Quintus Fabius of course adhered more than ever to his methodical inaction; Marcus Minucius, compelled to justify in the field of battle his title of dictator, made a hasty attack with inadequate forces, and would have been annihilated had not his colleague averted greater misfortune by the seasonable interposition of a fresh corps. This last turn of matters justified in some measure the system of passive resistance. But in reality Hannibal had completely attained in this campaign all that arms could attain: not a single material operation had been frustrated either by his impetuous or by his deliberate opponent; and his foraging, though not unattended with difficulty, had yet been in the main so successful that the army passed the winter without complaint in the camp at Gerunium. It was not the Cunctator that saved Rome, but the compact structure of its confederacy and, not less perhaps, the national hatred with which the Phoenician hero was regarded on the part of Occidentals.

Despite all its misfortunes, Roman pride stood no less unshaken than the Roman symmachy. The donations which were offered by king Hiero of Syracuse and the Greek cities in Italy for the next campaign - the war affected the latter less severely than the other Italian allies of Rome, for they sent no contingents to the land army - were declined with thanks; the chieftains of Illyria were informed that they could not be allowed to neglect payment of their tribute; and even the king of Macedonia was once more summoned to surrender Demetrius of Pharos. The majority of the senate, notwithstanding the semblance of legitimation which recent events had given to the Fabian system of delay, had firmly resolved to depart from a mode of war that was slowly but certainly ruining the state; if the popular dictator had failed in his more energetic method of warfare, they laid the blame of the failure, and not without reason, on the fact that they had adopted a half-measure and had given him too few troops. This error they determined to avoid and to equip an army, such as Rome had never sent out before - eight legions, each raised a fifth above the normal strength, and a corresponding number of allies - enough to crush an opponent who was not half so strong. Besides this, a legion under the praetor Lucius Postumius was destined for the valley of the Po, in order, if possible, to draw off the Celts serving in the army of Hannibal to their homes. These resolutions were judicious; everything depended on their coming to an equally judicious decision respecting the supreme command. The stiff carriage of Quintus Fabius, and the attacks of the demagogues which it provoked, had rendered the dictatorship and the senate generally more unpopular than ever: amongst the people, not without the connivance of their leaders, the foolish report circulated that the senate was intentionally prolonging the war. As, therefore, the nomination of a dictator was not to be thought of, the senate attempted to procure the election of suitable consuls; but this only had the effect of thoroughly rousing suspicion and obstinacy. With difficulty the senate carried one of its candidates, Lucius Aemilius Paullus, who had with judgment conducted the Illyrian war in 535[5]; an immense majority of the citizens assigned to him as colleague the candidate of the popular party, Gaius Terentius Varro, an incapable man, who was known only by his bitter opposition to the senate and more especially as the main author of the proposal to elect Marcus Minucius co-dictator, and who was recommended to the multitude solely by his humble birth and his coarse effrontery.

While these preparations for the next campaign were being made in Rome, the war had already recommenced in Apulia. As soon as the season allowed him to leave his winter quarters, Hannibal, determining as usual the course of the war and assuming the offensive, set out from Gerunium in a southerly direction, and marching past Luceria crossed the Aufidus and took the citadel of Cannae (between Canosa and Barletta) which commanded the plain of Canusium, and had hitherto served the Romans as their chief magazine. The Roman army which, since Fabius had conformably to the constitution resigned his dictatorship in the middle of autumn, was now commanded by Gnaeus Servilius and Marcus Regulus, first as consuls then as proconsuls, had been unable to avert a loss which they could not but feel. On military as well as on political grounds, it became more than ever necessary to arrest the progress of Hannibal by a pitched battle. With definite orders to this effect from the senate, accordingly, the two new commanders-in-chief, Paullus and Varro, arrived in Apulia in the beginning of the summer of 538. With the four new legions and a corresponding contingent of Italians which they brought up, the Roman army rose to 80,000 infantry, half burgesses, half allies, and 6000 cavalry, of whom one-third were burgesses and two-thirds allies; whereas Hannibal's army numbered 10,000 cavalry, but only about 40,000 infantry. Hannibal wished nothing so much as a battle, not merely for the general reasons which we have explained above, but specially because the wide Apulian plain allowed him to develop the whole superiority of his cavalry, and because the providing supplies for his numerous army would soon, in spite of that excellent cavalry, be rendered very difficult by the proximity of an enemy twice as strong and resting on a chain of fortresses. The leaders of the Roman forces also had, as we have said, made up their minds on the general question of giving battle, and approached the enemy with that view; but the more sagacious of them saw the position of Hannibal, and were disposed accordingly to wait in the first instance and simply to station themselves in the vicinity of the enemy, so as to compel him to retire and accept battle on a ground less favourable to him. Hannibal encamped at Cannae on the right bank of the Aufidus. Paullus pitched his camp on both banks of the stream, so that the main force came to be stationed on the left bank, but a strong corps took up a position on the right immediately opposite to the enemy, in order to impede his supplies and perhaps also to threaten Cannae. Hannibal, to whom it was all-important to strike a speedy blow, crossed the stream with the bulk of his troops, and offered battle on the left bank, which Paullus did not accept. But such military pedantry was disapproved by the democratic consul - so much had been said about men taking the field not to stand guard, but to use their swords - and he gave orders accordingly to attack the enemy, wherever and whenever they found him. According to the old custom foolishly retained, the decisive voice in the council of war alternated between the commanders-in-chief day by day; it was necessary therefore on the following day to submit, and to let the hero of the pavement have his way. On the left bank, where the wide plain offered full scope to the superior cavalry of the enemy, certainly even he would not fight; but he determined to unite the whole Roman forces on the right bank, and there, taking up a position between the Carthaginian camp and Cannae and seriously threatening the latter, to offer battle. A division of 10,000 men was left behind in the principal Roman camp, charged to capture the Carthaginian encampment during the conflict and thus to intercept the retreat of the enemy's army across the river. The bulk of the Roman army, at early dawn on the and August according to the unconnected, perhaps in tune according to the correct, calendar, crossed the river which at this season was shallow and did not materially hamper the movements of the troops, and took up a position in line near the smaller Roman camp to the westward of Cannae. The Carthaginian army followed and likewise crossed the stream, on which rested the right Roman as well as the left Carthaginian wing. The Roman cavalry was stationed on the wings: the weaker portion consisting of burgesses, led by Paullus, on the right next the river; the stronger consisting of the allies, led by Varro, on the left towards the plain. In the centre was stationed the infantry in unusually deep files, under the command of the consul of the previous year Gnaeus Servilius. Opposite to this centre Hannibal arranged his infantry in the form of a crescent, so that the Celtic and Iberian troops in their national armour formed the advanced centre, and the Libyans, armed after the Roman fashion, formed the drawn-back wings on either side. On the side next the river the whole heavy cavalry under Hasdrubal was stationed, on the side towards the plain the light Numidian horse. After a short skirmish between the light troops the whole line was soon engaged. Where the light cavalry of the Carthaginians fought against the heavy cavalry of Varro, the conflict was prolonged, amidst constant charges of the Numidians, without decisive result. In the centre, on the other hand, the legions completely overthrew the Spanish and Gallic troops that first encountered them; eagerly the victors pressed on and followed up their advantage. But meanwhile, on the right wing, fortune had turned against the Romans. Hannibal had merely sought to occupy the left cavalry wing of the enemy, that he might bring Hasdrubal with the whole regular cavalry to bear against the weaker right and to overthrow it first. After a brave resistance, the Roman horse gave way, and those that were not cut down were chased up the river and scattered in the plain; Paullus, wounded, rode to the centre to turn or, if not, to share the fate of the legions. These, in order the better to follow up the victory over the advanced infantry of the enemy, had changed their front disposition into a column of attack, which, in the shape of a wedge, penetrated the enemy's centre. In this position they were warmly assailed on both sides by the Libyan infantry wheeling inward upon them right and left, and a portion of them were compelled to halt in order to defend themselves against the flank attack; by this means their advance was checked, and the mass of infantry, which was already too closely crowded, now had no longer room to develop itself at all. Meanwhile Hasdrubal, after having completed the defeat of the wing of Paullus, had collected and arranged his cavalry anew and led them behind the enemy's centre against the wing of Varro. His Italian cavalry, already sufficiently occupied with the Numidians, was rapidly scattered before the double attack, and Hasdrubal, leaving the pursuit of the fugitives to the Numidians, arranged his squadrons for the third time, to lead them against the rear of the Roman infantry. This last charge proved decisive. Flight was not possible, and quarter was not given. Never, perhaps, was an army of such size annihilated on the field of battle so completely, and with so little loss to its antagonist, as was the Roman army at Cannae. Hannibal had lost not quite 6000 men, and two-thirds of that loss fell upon the Celts, who sustained the first shock of the legions. On the other hand, of the 76,000 Romans who had taken their places in the line of battle 70,000 covered the field, amongst whom were the consul Lucius Paullus, the proconsul Gnaeus Servilius, two-thirds of the staff-officers, and eighty men of senatorial rank. The consul Gaius Varro was saved solely by his quick resolution and his good steed, reached Venusia, and was not ashamed to survive. The garrison also of the Roman camp, 10,000 strong, were for the most part made prisoners of war; only a few thousand men, partly of these troops, partly of the line, escaped to Canusium. Nay, as if in this year an end was to be made with Rome altogether, before its close the legion sent to Gaul fell into an ambush, and was, with its general Lucius Postumius who was nominated as consul for the next year, totally destroyed by the Gauls.