At the conclusion of the First Punic War, Carthage's mercenaries rose in revolt, aided by disaffected elements from the lands surrounding the city. Rome took advantage of her rival's distraction and, in spite of the recent peace agreement, took control of Sardinia and Corsica and forced Carthage to pay a large indemnity. Carthage finally won the mercenary war, but the loss of Sicily, Sardinia and Corsica left her economic empire crippled and reduced the area from which she could hire troops.

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Hamilcar took it upon himself to rebuild Carthaginian fortunes by occupying Spain. The city of Gades (Cadiz), located on the Atlantic Ocean outside the Pillars of Hercules, was older than Cartage and, like her North African ally, had started as a Phoenician colony. Carthage itself had traded in Spain and used Spanish mercenaries for many years. Hamilcar decided to build on these foundations and formally place large sections of Spain under Carthaginian rule. This would provide a base for military operations against Rome (which Hamilcar felt were inevitable anyway), give access to the large silver and gold deposits of the country and draw closer the region's excellent Iberian and, Celt-Iberian mercenaries, both useful in combating the Romans.

Hamilcar Barba and Hasdrubal the Splendid, his son-in-law and successor, subdued a large portion of southern and eastern Spain and established the city of Cartagena (New Carthage) on the southeastern coast as the capital of Carthaginian Spain. The city-state's leadership in the new land remained in the hands of one family, the Barcids. To minimize the unreliability to mercenary troops and recognize the loyalty of Spanish tribesmen to a worthy leader, the Barcid clan built an empire based on close relationships with local tribal leaders, rather than with the distant city of Carthage. Hasdrubal the Splendid utilized diplomacy and marriage to an influential chief's daughter to cement relations with the indigenous tribes. Hamilcar's three sons, Hannibal, Hasdrubal and Mago, would continue the work of Hamilcar and the first Hasdrubal–and nearly bring Rome to its knees during the Second Punic War.

Few details of Hannibal's youth have survived. At age 5, he was with his father in Sicily at the end of the first war. At 9, he accompanied Hamilcar to Spain and spent his adolescent years there while the empire was created.

In 226 BC, Hasdrubal the Splendid had reached an agreement with Rome that recognized the Ebro River in northeastern Spain as the northern limit of Carthaginian interest in the area. Five years later, Hasdrubal was assassinated, and Hamilcar's son Hannibal became the leader. At about that time, Rome began involving itself in the affairs of Saguntum, a city on the Mediterranean coast of Spain well south of the Ebro and therefore presumably in Carthaginian territory. Hannibal viewed the Roman moves as a prelude to the type of intervention that had touched off the first war. Hannibal laid siege to the town, which fell after eight months.

Hannibal's strategic insight now became evident. From study of the First Punic War, Hannibal realized that Carthage could not prevail in a war far from Rome's heartland. The huge populations at Rome's disposal made a simple war of attrition a losing proposition for Carthage. Hannibal decided to fight in Italy itself, making Rome's people bear the burden of the war while at the same time weakening the loyalty of Rome's allies in Italy. Concurrently, military alliance could be negotiated with Rome's enemies, notably Macedonia and Syracuse. And since Carthage's fleet was no longer a match for Rome's, the invasion of Italy would be by land.

To that end, Hannibal did his best to negotiate with tribes in his line of march well in advance of the onset of hostilities; he also concluded alliances with various north Italian Celtic tribes that were traditional enemies of Rome.

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