soldiers resented the disgrace, and bewailed the loss, of their general. They were ignorant of their new exarch; and Longinus was himself ignorant of the state of the army and the province. In the preceding years Italy had been desolated by pestilence and famine, and a disaffected people ascribed the calamities of nature to the guilt or folly of their rulers. Whatever might be the grounds of his security, Alboin neither expected nor encountered a Roman army in the field. He ascended the Julian Alps, and looked down with contempt and desire on the fruitful plains to which his victory communicated the perpetual appellation of Lombardy. A faithful chieftain, and a select band, were stationed at Forum Julii, the modern Friuli, to guard the passes of the mountains. The Lombards respected the strength of Pavia, and listened to the prayers of the Trevisans: their slow and heavy multitudes proceeded to occupy the palace and city of Verona; and Milan, now rising from her ashes, was invested by the powers of Alboin five months after his departure from Pannonia. Terror preceded his march: he found every where, or he left, a dreary solitude; and the pusillanimous Italians presumed, without a trial, that the stranger was invincible. Escaping to lakes, or rocks, or morasses, the affrighted crowds concealed some fragments of their wealth, and delayed the moment of their servitude. Paulinus, the patriarch of Aquileia, removed his treasures, sacred and profane, to the Isle of Grado, and his successors were adopted by the infant republic of Venice, which was continually enriched by the public calamities. Honoratus, who filled the chair of St. Ambrose, had credulously accepted the faithless offers of a capitulation; and the archbishop, with the clergy and nobles of Milan, were driven by the perfidy of Alboin to seek a refuge in the less accessible ramparts of Genoa. Along the maritime coast, the courage of the inhabitants was supported by the facility of supply, the hopes of relief, and the power of escape; but from the Trentine hills to the gates of Ravenna and Rome the inland regions of Italy became, without a battle or a siege, the lasting patrimony of the Lombards. The submission of the people invited the Barbarian to assume the character of a lawful sovereign, and the helpless exarch was confined to the office of announcing to the emperor Justin the rapid and irretrievable loss of his provinces and cities. One city, which had been diligently fortified by the Goths, resisted the arms of a new invader; and while Italy was subdued by the flying detachments of the Lombards, the royal camp was fixed above three years before the western gate of Ticinum, or Pavia. The same courage which obtains the esteem of a civilized enemy provokes the fury of a savage, and the impatient besieger had bound himself by a tremendous oath, that age, and sex, and dignity, should be confounded in a general massacre. The aid of famine