The fundamental principle of Roman government was that no one individual should hold supreme power and that all power should be of a limited duration, normally a year of office. This was intended to prevent the emergence of a tyrant or king. Therefore there were two consuls in each year, whose power was absolutely equal. Only rarely was this principle abandoned for a short time and the rare expedient taken of appointing a dictator with supreme authority to direct the state. The dictator held office for six months and had not a colleague but a junior assistant, known as the Master of Horse (Magister Equitiim). When the office of dictator had been created in the archaic period, it was considered important that he should fight with the infantry of the phalanx, the yeoman farmers who were the heart of Rome's military power, and so he was prohibited from riding a horse, leaving his deputy to command the cavalry. Such a restriction was no longer appropriate for the task of commanding the much larger and more sophisticated armies of the late third century BC, and one of the first actions of the newly appointed dictator, Quintus Fabius Maximus, was to gain special permission from the Senate to ride a horse.

Fabius was now 58, rather old for a Roman general, and had served as a youth in the First Punic War, subsequently being twice elected to the consulship. Aided by his Master of Horse, Marcus Minucius Rufus, himself a former consul, the dictator threw himself into reorganizing Rome's defences. Soldiers were enrolled and organized into new units and, once he had taken over Servilius Geminus' army, Fabius had an army of four legions, perhaps 40,000 men, at his disposal. It was weak in cavalry and contained a mixture of recent recruits with little training and more experienced men still dismayed by the recent defeats, but the creation of such a large field army in such a short time was an impressive achievement. Fiaminius' defeat was blamed upon his failure to observe the proper religious rites and Fabius ordered that these now be most scrupulously performed.

Hannibal had moved east after Trasimene, crossing the Apennines again and marching into the coastal plain of Picenum, where he rested the army, for its health had still not fully recovered from the exertions of the last twelve months. For the first time since leaving Spain, Hannibal was able to send a message to Carthage reporting his achievements and requesting support. He remained highly confident and, when Fabius advanced and camped nearby, the Carthaginian immediately deployed his army to offer battle. Fabius declined, keeping his army on the high ground just outside the rampart of his camp and in such a strong position that Hannibal did not want to risk attacking. Battles in this period, apart from such rare ambushes as Trasimene, usually occurred by mutual consent, and even the most gifted commanders could rarely force an unwilling enemy to fight. Hannibal told his men that the Romans were frightened of them and moved on, devastating the countryside as he did so. This might provoke Fabius to risk a battle and if not it would demonstrate that Rome was militarily weak and unable to protect its own or its allies' fields. From the beginning of the Italian invasion, Hannibal had made great efforts to persuade Rome's allies to defect, treating allied prisoners very well and continually assuring them of his good intentions. As yet, apart from a few individuals and the Gallic tribes of the North, this policy had not borne fruit.

Fabius continued to avoid battle, but shadowed the enemy, sticking to the high ground and always adopting very strong positions. The Romans tried to ambush Hannibal's raiding and foraging parties, inflicting some loss, but could not prevent the enemy from moving at will. Hannibal made another of his sudden, unexpected moves, swooping down into the ager Filler nits, the rich plain of Campania. Fabius countered by occupying a hill overlooking the pass, which Hannibal was most likely to cross once he had finished plundering. Hannibal tricked him again, drawing off the garrison actually guarding the pass by driving a mass of cattle up the path. It was night, and with flaming torches tied to their horns the animals looked like a marching column. In the confusion, the main army escaped without loss, and even wiped out the small Roman garrison, whilst Fabius' army remained in camp and did nothing. From the beginning the dictator’s strategy of avoiding battle was unpopular with the army and the population in general. He was nicknamed 'Hannibal's paedogogus’ after the slave who followed a Roman schoolboy carrying his books. The humiliation of watching as an enemy devastated the Italian countryside was deeply felt. Most Romans of all social classes continued to believe that bold action was the proper way to fight, desiring open battle, where Roman courage would prove victorious as it had so often in the past. Fabius’ unpopularity grew, and in an utterly unprecedented move, Minucius was voted equal power with the dictator. The Master of Horse took over half the army, but was soon lured into battle by Hannibal, ambushed and badly mauled. Another disaster was only prevented by the arrival of Fabius' men, who covered the retreat. Minucius voluntarily returned to his subordinate rank and the remainder of the campaign was conducted under Fabius' command and according to his policy of avoiding battle. In the late autumn the dictator's six months' term of office expired and he and Minucius returned to Rome. The army, which was by now observing Hannibal's winter quarters at Gerunium, was left under the command of Servilius Geminus and Marcus Atilius Regulus, the consul elected to replace Flaminius.8

Soon after Fabius had assumed office he had issued a general order to the rural population in the regions threatened by Hannibal, instructing them to seek shelter in the nearest walled town, taking with them their livestock and all the food that they were able to carry, and destroying what was left. The aim, as with his continued harassment of Hannibal's foraging parties, was to deprive the Punic army of supplies. After Cannae, and especially in Livy's narrative, it was claimed that Fabius had understood the secret of defeating the enemy. Hannibal should not be faced in battle, but slowly starved into submission. Without food, his motley collection of mercenaries would desert or flee and the invasion would fail. This is clearly a great exaggeration, and even in Livy's own narrative Fabius' strategy appears to have inflicted little real loss on the enemy, and certainly never prevented Hannibal from moving wherever he wished. Fabius Maximus realized that after Trasimene the Roman army was not in a fit state to engage in an open battle with any chance of success. Therefore he avoided battle, and struck at the enemy in the only ways possible, skirmishing with small detachments and making it as difficult as possible to gain supplies. This is very much in accordance with the Hellenistic military wisdom of the era, when a general should only seek battle when he had a reasonable hope of success; if he had not, then he should avoid contact, but seek to build up his own strength and reduce the enemy's until winning a battle was more practical. The instinctive reaction of most Roman commanders was to seek direct confrontation as soon as possible. Fabius realized that this was unwise at that time, but still had trouble restraining his subordinates. The nickname he subsequently earned, 'the Delayer' (cunctator), paid tribute to his will power.9

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