As to Italy the great majority of the burgesses were, as has been already mentioned, averse to Caesar - more especially, of course, the whole aristocracy with their very considerable following, but also in a not much less degree the great capitalists, who could not hope in the event of a thorough reform of the commonwealth to preserve their partisan jury-courts and their monopoly of extortion. Of equally anti-democratic sentiments were the small capitalists, the landholders and generally all classes that had anything to lose; but in these ranks of life the cares of the next rent-term and of sowing and reaping outweighed, as a rule, every other consideration.

The army at the disposal of Pompeius consisted chiefly of the Spanish troops, seven legions inured to war and in every respect trustworthy; to which fell to be added the divisions of troops - weak indeed, and very much scattered - which were to be found in Syria, Asia, Macedonia, Africa, Sicily, and elsewhere. In Italy there were under arms at the outset only the two legions recently given off by Caesar, whose effective strength did not amount to more than 7000 men, and whose trustworthiness was more than doubtful, because - levied in Cisalpine Gaul and old comrades in arms of Caesar - they were in a high degree displeased at the unbecoming intrigue by which they had been made to change camps[10], and recalled with longing their general who had magnanimously paid to them beforehand at their departure the presents which were promised to every soldier for the triumph.

But, apart from the circumstance that the Spanish troops might arrive in Italy with the spring either by the land route through Gaul or by sea, the men of the three legions still remaining from the levies of 699[11], as well as the Italian levy sworn to allegiance in 702[12], could be recalled from their furlough. Including these, the number of troops standing at the disposal of Pompeius on the whole, without reckoning the seven legions in Spain and those scattered in other provinces, amounted in Italy alone to ten legions[13] or about 60,000 men, so that it was no exaggeration at all, when Pompeius asserted that he had only to stamp with his foot to cover the ground with armed men. It is true that it required some interval - though but short - to render these soldiers available; but the arrangements for this purpose as well as for the carrying out of the new levies ordered by the senate in consequence of the outbreak of the civil war were already everywhere in progress. Immediately after the decisive decree of the senate (7 Jan. 705), in the very depth of winter the most eminent men of the aristocracy set out to the different districts, to hasten the calling up of recruits and the preparation of arms. The want of cavalry was much felt, as for this arm they had been accustomed to rely wholly on the provinces and especially on the Celtic contingents; to make at least a beginning, three hundred gladiators belonging to Caesar were taken from the fencing-schools of Capua and mounted - a step which however met with so general disapproval, that Pompeius again broke up this troop and levied in room of it 300 horsemen from the mounted slave-herdmen of Apulia.

The state-treasury was at a low ebb as usual; they busied themselves in supplementing the inadequate amount of cash out of the local treasuries and even from the temple-treasures of the municipia.

Under these circumstances the war opened at the beginning of January 705. Of troops capable of marching Caesar had not more than a legion - 5000 infantry and 300 cavalry - at Ravenna, which was by the highway some 240 miles distant from Rome; Pompeius had two weak legions - 7000 infantry and a small squadron of cavalry - under the orders of Appius Claudius at Luceria, from which, likewise by the highway, the distance was just about as great to the capital. The other troops of Caesar, leaving out of account the raw divisions of recruits still in course of formation, were stationed, one half on the Saone and Loire, the other half in Belgica, while Pompeius' Italian reserves were already arriving from all sides at their rendezvous; long before even the first of the Transalpine divisions of Caesar could arrive in Italy, a far superior army could not but be ready to receive it there. It seemed folly, with a band of the strength of that of Catilina and for the moment without any effective reserve, to assume the aggressive against a superior and hourly-increasing army under an able general; but it was a folly in the spirit of Hannibal. If the beginning of the struggle were postponed till spring, the Spanish troops of Pompeius would assume the offensive in Transalpine, and his Italian troops in Cisalpine, Gaul, and Pompeius, a match for Caesar in tactics and superior to him in experience, was a formidable antagonist in such a campaign running its regular course. Now perhaps, accustomed as he was to operate slowly and surely with superior masses, he might be disconcerted by a wholly improvised attack; and that which could not greatly discompose Caesar's thirteenth legion after the severe trial of the Gallic surprise and the January campaign in the land of the Bellovaci[14], - the suddenness of the war and the toil of a winter campaign - could not but disorganize the Pompeian corps consisting of old soldiers of Caesar or of ill-trained recruits, and still only in the course of formation.

Accordingly Caesar advanced into Italy[15]. Two highways led at that time from the Romagna to the south; the Aemilio-Cassian which led from Bononia over the Apennines to Arretium and Rome, and the Popillio-Flaminian, which led from Ravenna along the coast of the Adriatic to Fanum and was there divided, one branch running westward through the Furlo pass to Rome, another southward to Ancona and thence onward to Apulia. On the former Marcus Antonius advanced as far as Arretium, on the second Caesar himself pushed forward. Resistance was nowhere encountered; the recruiting officers of quality had no military skill, their bands of recruits were no soldiers, the inhabitants of the country towns were only anxious not to be involved in a siege. When Curio with 1500 men approached Iguvium, where a couple of thousand Umbrian recruits had assembled under the praetor Quintus Minucius Thermus, general and soldiers took to flight at the bare tidings of his approach; and similar results on a small scale everywhere ensued.

Caesar had to choose whether he would march against Rome, from which his cavalry at Arretium were already only about 130 miles distant, or against the legions encamped at Luceria. He chose the latter plan. The consternation of the opposite party was boundless. Pompeius received the news of Caesar's advance at Rome; he seemed at first disposed to defend the capital, but, when the tidings arrived of Caesar's entrance into the Picenian territory and of his first successes there, he abandoned Rome and ordered its evacuation. A panic, augmented by the false report that Caesar's cavalry had appeared before the gates, came over the world of quality. The senators, who had been informed that every one who should remain behind in the capital would be treated as an accomplice of the rebel Caesar, flocked in crowds out at the gates. The consuls themselves had so totally lost their senses, that they did not even secure the treasure; when Pompeius called upon them to fetch it, for which there was sufficient time, they returned the reply that they would deem it safer, if he should first occupy Picenum. All was perplexity; consequently a great council of war was held in Teanum Sidicinum (23 Jan.), at which Pompeius, Labienus, and both consuls were present. First of all proposals of accommodation from Caesar were again submitted; even now he declared himself ready at once to dismiss his army, to hand over his provinces to the successors nominated, and to become a candidate in the regular way for the consulship, provided that Pompeius were to depart for Spain, and Italy were to be disarmed.