Avoiding the army at Ariminum the Gauls crossed the Apennines into Etruria, defeated the Roman allies and plundered the country. But the consul from Ariminum hastened to the rescue, the army in Sardinia was recalled, and the Gauls began to withdraw northwards to place their spoils in safety. The Romans followed and as the army from Sardinia landed to the north of the foe and cut off their retreat, the latter were surrounded and brought to bay at Telamon. They were annihilated in a bloody battle won by the superiority of the Roman tactics and generalship. One of the Roman consuls fell on the field of battle. *War against the Boii and Insubres: 224–222 B. C.* Italy was saved, and now the Romans decided to expel the Boii and the Insubres from the Po valley as a penalty for their conduct and to prevent future invasions of this sort by occupying their territory. In three hard-fought campaigns the Romans, while they failed to exterminate or dispossess these peoples, reduced them to subjection, forcing them to surrender part of their territory and to pay tribute. But the Romans did not conquer without suffering heavy losses, and their ultimate success was to a considerable degree due to the coöperation of the Cenomani. *The Roman frontier reaches the Alps.* Between 221 and 219 the Romans subdued the peoples of the Adriatic coast as far as the peninsula of Istria. Thus, with the exception of Liguria and the upper valley of the Po, all Italy to the south of the Alps was brought within the sphere of Roman influence. The Latin colonies Placentia and Cremona were founded in the territory taken from the Insubres to secure the Roman authority in this region, but Hannibal’s invasion of 217 B. C. found the Cisalpine Gauls ready to revolt against the Roman yoke. IV. THE SECOND PUNIC WAR: 218–202 B. C. *Carthaginian expansion in Spain.* As we have seen, the Roman seizure of Sardinia and Corsica and the exaction of a fresh indemnity in 238 left a longing for revenge in the hearts of the dominant faction at Carthage. This faction was led by Hamilcar Barca, the victor of the mercenary war, who saw in Spain the opportunity for repairing the fortunes of his state, for compensating Carthage for the loss of Sicily and Sardinia, and for developing an army that would enable him to face the Romans on an equal footing. The Phoenician subjects of Carthage were hard pressed by the attacks of the native Iberian peoples when he secured for himself the command of the Carthaginian forces in the peninsula (238 B. C.). By skilful generalship and able diplomacy he extended the Carthaginian dominion over many of the Spanish tribes, and created a strong army, devoted to himself and his family.