On December 9, 536 AD, Byzantine Count Belisarius entered Rome through the Asinarian Gate at the head of 5,000 troops. At the same time, 4,000 Ostrogoths left the city through the Flaminian Gate and headed north to Ravenna, the capital of their Italian kingdom. For the first time since 476, when the Germanic king, Odoacer, had deposed the last Western Roman emperor and crowned himself 'King of the Romans,' the city of Rome was once more part of the Roman empire–albeit an empire whose capital had shifted east to Constantinople.

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Belisarius had taken the city back as part of Emperor Justinian's grand plan to recover the western provinces from their barbarian rulers. The plan was ambitious, but it was meant to be carried out with an almost ridiculously small expeditionary force. The 5,000 soldiers that General Belisarius led included Hunnish and Moorish auxiliaries, and they were expected to defend circuit walls 12 miles in diameter against an enemy who would soon be back–and who would outnumber them at least 10-to-1.

The Roman empire had been permanently divided by Theodoric the Great in the 5th century, making official what had been in the offing for 100 years since Constantine the Great had established his capital of Constantinople on the Golden Horn, where he was closer to the troubled frontier along the Danube River. The capital of the west had been moved to Milan and then to Ravenna, which, being surrounded by swamps, was easier to defend and also closer to the eastern empire. In effect, the Roman empire had been split into two states. Only the eastern half was to survive as a political entity, for another 1,000 years, but in a form quite different from that in the west. The Eastern Romans, or Byzantines, spoke Greek and were Orthodox Christians, but they rightly saw themselves as the direct political descendants of the Western Roman state. By 536, Justinian had ruled for 18 years and regarded himself as the successor of Augustus, Marcus Aurelius and Constantine. As such, he meant to retake the west.

The Rome that Belisarius entered reflected the general decline of the western empire. Though still the largest city in the west, its population had shrunk, people drove cattle through the forums, and buildings destroyed by the Visigoths and Vandals in the last century had not been repaired.

The armies sent by the emperor Justinian against the Persians, Vandals, Franks and Goths differed radically from the Roman armies of centuries past. The army with which Rome had conquered Europe, the Middle East and North Africa was made up of heavy infantrymen who cast javelins and then rushed in to fight with pilum, sword and shield. They were supported on the flanks by small numbers of cavalrymen recruited from provincials more adept with the horse than the typical Roman. Centuries of warfare against mounted enemies such as the Goths, Huns and Persians, however, had changed the makeup of the Roman army. By the 6th century ad, the army consisted primarily of a cavalry force of armored lancers, or cabalarii, wearing body armor and capable of handling a bow from horseback. Garrison duties and defensive positions were held by two types of infantry: lightly armed archers and heavily armed soldiers in mail jackets who fought with sword, ax and spear.

Organizationally, the Roman army had not been divided into legions for a century. Now it was divided into squadrons called banda, a Greek word taken from German and formerly used to designate German allied troops. While many of the soldiers in the Byzantine army were subjects of the empire whether they were Greeks, Thracians, Armenians or Isaurians, many others were mercenaries who swore allegiance only to their commander. This practice was a holdover from hiring entire companies of barbarians, called foederati, to serve under a chief, a measure adopted by the Emperor Theodosius in the late 4th century. This tactic had spread so that by the 6th century, native generals had small private armies. Belisarius himself had a regiment of 7,000 of these household troops. Because such soldiers had their commander's interests at heart, a successful general could become a potential threat to the government's stability or even a contender for the throne.

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