When Justinian first meditated the conquest of Italy, he sent ambassadors to the kings of the Franks, and adjured them, by the common ties of alliance and religion, to join in the holy enterprise against the Arians. The Goths, as their want were more urgent, employed a more effectual mode of persuasion, and vainly strove, by the gift of lands and money, to purchase the friendship, or at least the neutrality, of a light and perfidious nation. But the arms of Belisarius, and the revolt of the Italians, had no sooner shaken the Gothic monarchy, than Theodebert of Austrasia, the most powerful and warlike of the Merovingian kings, was persuaded to succor their distress by an indirect and seasonable aid. Without expecting the consent of their sovereign, the thousand Burgundians, his recent subjects, descended from the Alps, and joined the troops which Vitiges had sent to chastise the revolt of Milan. After an obstinate siege, the capital of Liguria was reduced by famine; but no capitulation could be obtained, except for the safe retreat of the Roman garrison. Datius, the orthodox bishop, who had seduced his countrymen to rebellion and ruin, escaped to the luxury and honors of the Byzantine court; but the clergy, perhaps the Arian clergy, were slaughtered at the foot of their own altars by the defenders of the Catholic faith. Three hundred thousand males were _reported_ to be slain; the female sex, and the more precious spoil, was resigned to the Burgundians; and the houses, or at least the walls, of Milan, were levelled with the ground. The Goths, in their last moments, were revenged by the destruction of a city, second only to Rome in size and opulence, in the splendor of its buildings, or the number of its inhabitants; and Belisarius sympathized alone in the fate of his deserted and devoted friends. Encouraged by this successful inroad, Theodebert himself, in the ensuing spring, invaded the plains of Italy with an army of one hundred thousand Barbarians. The king, and some chosen followers, were mounted on horseback, and armed with lances; the infantry, without bows or spears, were satisfied with a shield, a sword, and a double-edged battle-axe, which, in their hands, became a deadly and unerring weapon. Italy trembled at the march of the Franks; and both the Gothic prince and the Roman general, alike ignorant of their designs, solicited, with hope and terror, the friendship of these dangerous allies. Till he had secured the passage of the Po on the bridge of Pavia, the grandson of Clovis dissembled his intentions, which he at length declared, by assaulting, almost at the same instant, the hostile camps of the Romans and Goths. Instead of uniting their arms, they fled with equal precipitation; and the fertile, though desolate provinces of Liguria and ∆milia, were abandoned to a licentious host of Barbarians, whose rage was not mitigated by any thoughts of settlement or conquest. Among the cities which they ruined, Genoa, not yet