The last years of the fifteenth century were marked by the sudden rise of Cesare Borgia to a power which threatened the liberties of Italy. Acting as General for the Church, he carried his arms against the petty tyrants of Romagna, whom he dispossessed and extirpated. His next move was upon Camerino and Urbino. He first acquired Camerino, having lulled Guidobaldo into false security by treacherous professions of goodwill. Suddenly the Duke received intelligence that the Borgia was marching on him over Cagli. This was in the middle of June 1502. It is difficult to comprehend the state of weakness in which Guidobaldo was surprised, or the panic which then seized him. He made no efforts to rouse his subjects to resistance, but fled by night with his nephew through rough mountain roads, leaving his capital and palace to the marauder. Cesare Borgia took possession without striking a blow, and removed the treasures of Urbino to the Vatican. His occupation of the duchy was not undisturbed, however; for the people rose in several places against him, proving that Guidobaldo had yielded too hastily to alarm. By this time the fugitive was safe in Mantua, whence he returned, and for a short time succeeded in establishing himself again at Urbino. But he could not hold his own against the Borgias, and in December, by a treaty, he resigned his claims and retired to Venice, where he lived upon the bounty of S. Mark. It must be said, in justice to the Duke, that his constitutional debility rendered him unfit for active operations in the field. Perhaps he could not have done better than thus to bend beneath the storm. The sudden death of Alexander VI. and the election of a Della Rovere to the Papacy in 1503 changed Guidobaldo's prospects. Julius II. was the sworn foe of the Borgias and the close kinsman of Urbino's heir. It was therefore easy for the Duke to walk into his empty palace on the hill, and to reinstate himself in the domains from which he had so recently been ousted. The rest of his life was spent in the retirement of his court, surrounded with the finest scholars and the noblest gentlemen of Italy. The ill-health which debarred him from the active pleasures and employments of his station, was borne with uniform sweetness of temper and philosophy.