A different course was adopted with the region on the south of the Po, which the Roman senate had determined to incorporate with Italy. The Boii, who were immediately affected by this step, defended themselves with the resolution of despair. They even crossed the Po and made an attempt to rouse the Insubres once more to arms (560); they blockaded a consul in his camp, and he was on the point of succumbing; Placentia maintained itself with difficulty against the constant assaults of the exasperated natives. At length the last battle was fought at Mutina; it was long and bloody, but the Romans conquered (561); and thenceforth the struggle was no longer a war, but a slave-hunt. The Roman camp soon was the only asylum in the Boian territory; thither the better part of the still surviving population began to take refuge; and the victors were able, without much exaggeration, to report to Rome that nothing remained of the nation of the Boii but old men and children. The nation was thus obliged to resign itself to the fate appointed for it. The Romans demanded the cession of half the territory (563); the demand could not be refused, and even within the diminished district which was left to the Boii, they soon disappeared, and amalgamated with their conquerors[1].

After the Romans had thus cleared the ground for themselves, the fortresses of Placentia and Cremona, whose colonists had been in great part swept away or dispersed by the troubles of the last few years, were reorganized, and new settlers were sent thither. The new foundations were, in or near the former territory of the Senones, Potentia (near Recanati not far from Ancona: in 570) and Pisaurum (Pesaro: in 570), and, in the newly acquired district of the Boii, the fortresses of Bononia (565), Mutina (571), and Parma (571); the colony of Mutina had been already instituted before the war under Hannibal, but that war had interrupted the completion of the settlement. The construction of fortresses was associated, as was always the case, with the formation of military roads. The Flaminian way was prolonged from its northern termination at Ariminum, under the name of the Aemilian way, to Placentia (567). Moreover, the road from Rome to Arretium or the Cassian way, which perhaps had already been long a municipal road, was taken in charge and constructed anew by the Roman community probably in 583; while in 567 the track from Arretium over the Apennines to Bononia as far as the new Aemilian road had been put in order, and furnished a shorter communication between Rome and the fortresses on the Po. By these comprehensive measures the Apennines were practically superseded as the boundary between the Celtic and Italian territories, and were replaced by the Po. South of the Po there henceforth prevailed mainly the urban constitution of the Italians, beyond it mainly the cantonal constitution of the Celts; and, if the district between the Apennines and the Po was still reckoned Celtic land, it was but an empty name.

In the north-western mountain-land of Italy, whose valleys and hills were occupied chiefly by the much-subdivided Ligurian stock, the Romans pursued a similar course. Those dwelling immediately to the north of the Arno were extirpated. This fate befell chiefly the Apuani, who dwelt on the Apennines between the Arno and the Magra, and incessantly plundered on the one side the territory of Pisae, on the other that of Bononia and Mutina. Those who did not fall victims in that quarter to the sword of the Romans were transported into Lower Italy to the region of Beneventum (574); and by energetic measures the Ligurian nation, from which the Romans were obliged in 578 to recover the colony of Mutina which it had conquered, was completely crushed in the mountains which separate the valley of the Po from that of the Arno. The fortress of Luna (not far from Spezzia), established in 577 in the former territory of the Apuani, protected the frontier against the Ligurians just as Aquileia did against the Transalpines, and gave the Romans at the same time an excellent port which henceforth became the usual station for the passage to Massilia and to Spain. The construction of the coast or Aurelian road from Rome to Luna, and of the cross road carried from Luca by way of Florence to Arretium between the Aurelian and Cassian ways, probably belongs to the same period.

With the more western Ligurian tribes, who held the Genoese Apennines and the Maritime Alps, there were incessant conflicts. They were troublesome neighbours, accustomed to pillage by land and by sea: the Pisans and Massiliots suffered no little injury from their incursions and their piracies. But no permanent results were gained amidst these constant hostilities, or perhaps even aimed at; except apparently that, with a view to have a communication by land with Transalpine Gaul and Spain in addition to the regular route by sea, the Romans endeavoured to clear the great coast road from Luna by way of Massilia to Emporiae, at least as far as the Alps - beyond the Alps it devolved on the Massiliots to keep the coast navigation open for Roman vessels and the road along the shore open for travellers by land. The interior with its impassable valleys and its rocky fastnesses, and with its poor but dexterous and crafty inhabitants, served the Romans mainly as a school of war for the training and hardening of soldiers and officers.

Wars as they are called, of a similar character with those against the Ligurians, were waged with the Corsicans and to a still greater extent with the inhabitants of the interior of Sardinia, who retaliated for the predatory expeditions directed against them by sudden attacks on the districts along the coast. The expedition of Tiberius Gracchus against the Sardinians in 577 was specially held in remembrance, not so much because it gave "peace" to the province, as because he asserted that he had slain or captured as many as 80,000 of the islanders, and dragged slaves thence in such multitudes to Rome that "cheap as a Sardinian" became a proverb.

In Africa the policy of Rome was substantially summed up in the one idea, as short-sighted as it was narrow-minded, that she ought to prevent the revival of the power of Carthage, and ought accordingly to keep the unhappy city constantly oppressed and apprehensive of a declaration of war suspended over it by Rome like the sword of Damocles. The stipulation in the treaty of peace, that the Carthaginians should retain their territory undiminished, but that their neighbour Massinissa should have all those possessions guaranteed to him which he or his predecessor had possessed within the Carthaginian bounds, looks almost as if it had been inserted not to obviate, but to provoke disputes. The same remark applies to the obligation imposed by the Roman treaty of peace on the Carthaginians not to make war upon the allies of Rome; so that, according to the letter of the treaty, they were not even entitled to expel their Numidian neighbours from their own undisputed territory. With such stipulations and amidst the uncertainty of African frontier questions in general, the situation of Carthage in presence of a neighbour equally powerful and unscrupulous and of a liege lord who was at once umpire and party in the cause, could not but be a painful one; but the reality was worse than the worst expectations. As early as 561 Carthage found herself suddenly assailed under frivolous pretexts, and saw the richest portion of her territory, the province of Emporiae on the Lesser Syrtis, partly plundered by the Numidians, partly even seized and retained by them. Encroachments of this kind were multiplied; the level country passed into the hands of the Numidians, and the Carthaginians with difficulty maintained themselves in the larger places. Within the last two years alone, the Carthaginians declared in 582, seventy villages had been again wrested from them in opposition to the treaty. Embassy after embassy was despatched to Rome; the Carthaginians adjured the Roman senate either to allow them to defend themselves by arms, or to appoint a court of arbitration with power to enforce their award, or to regulate the frontier anew that they might at least learn once for all how much they were to lose; otherwise it were better to make them Roman subjects at once than thus gradually to deliver them over to the Libyans. But the Roman government, which already in 554 had held forth a direct prospect of extension of territory to their client, of course at the expense of Carthage, seemed to have little objection that he should himself take the booty destined for him; they moderated perhaps at times the too great impetuosity of the Libyans, who now retaliated fully on their old tormentors for their former sufferings; but it was in reality for the very sake of inflicting this torture that the Romans had assigned Massinissa as a neighbour to Carthage. All the requests and complaints had no result, except either that Roman commissions made their appearance in Africa and after a thorough investigation came to no decision, or that in the negotiations at Rome the envoys of Massinissa pretended a want of instructions and the matter was adjourned. Phoenician patience alone was able to submit meekly to such a position, and even to exhibit towards the despotic victors every attention and courtesy, solicited or unsolicited with unwearied perseverance. The Carthaginians especially courted Roman favour by sending supplies of grain.