It was upon the second day of April 568, upon the Monday within the octave of Easter, that Alboin set out to cross the Julian Alps, to descend upon an Italy which even the great Narses had not been able, in the short sixteen years of peace he had secured her, to recover from the utter exhaustion of a generation of war. No army awaited him, no attempt was made to crush his rude and barbarous army in the marches, he was unopposed, save that the bishop of Treviso begged him to spare the property of his church, and presently the whole province of Venetia, with the exception of Padua, Mantua, and Monselice, was in his hands. Those who could, doubtless fled away, for the most part to that new settlement in the Venetian lagoons which was presently to give birth to Venice and which had been founded by those who had fled from Attila; but there were many who could not flee. These came under the cruel yoke of the invader. Perhaps Alboin spent the winter in Verona, perhaps in Friuli; wherever it was, he but prepared his advance and still no one appeared to say him nay. By the end of 569 all Cisalpine Gaul with Liguria and Milan, except Pavia, the coast, Cremona, Piacenza, and a few smaller places, were in his hands. Indeed, in all that terrible flood of disasters we hear of but one great city which offered even for a time a successful resistance. This was Pavia, naturally so strongly defended by the Po and the Ticino. Alboin established an army about it, and swore to massacre all its inhabitants since it alone had dared to resist him. Pavia fell to the Lombard, after a three years' siege, in 572; but Alboin was prevented from carrying out his vow, and not long after Pavia became the capital of the Lombard power in Italy. Meantime, those three years, during which Pavia held her own, had not been wasted by the barbarian. He crossed the Apennines, we may believe as Totila had done, by the old deserted way to Fiesole, brought all Tuscany under his yoke and a great part both of central and of southern Italy, establishing there two "duchies" as the centres of his power at Spoleto and Benevento. Then he returned to take Pavia, all this time besieged, and in the same year, 572, it is probable that Piacenza fell also, and Mantua. All Italy was in confusion, the system of government re-established by Narses broken; the work of Justinian's reconquest seemed all undone. That it was not wholly undone, that it lived on and was at last re-established, we owe to two great facts: the conversion of the Lombards to Catholicism by Gregory the Great and the establishment of the exarchate, the entrenchment of Roman power and civilisation in Ravenna. Let us consider these things.