In the fall of 202 bc, two mighty armies and two hitherto-undefeated generals squared off for one of history's most critical battles. At stake was world dominion for the Romans and survival as a sovereign power for the once-powerful Carthaginians.

Seldom in the annals of warfare have two such great captains fought against one another as the two who clashed at Zama. Since the Second Punic War had begun in 219 bc, Hannibal Barca had inflicted three of the gravest defeats ever suffered by the Roman republic — at the Trebia River in December 218, at Lake Trasimene in April 217, and at Cannae on August 2, 216. Astonishingly, since his surprise crossing of the Alps in October 218, Hannibal held together a polyglot mercenary army for almost 16 years in Italy — during which time he had defeated one Roman commander after another. Romans had come to fear him, but a handful of professionals admired his military genius. Among them was the Roman who faced him at Zama.

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Publius Cornelius Scipio Minor had fought his first campaigns as a junior officer and tribune at the Trebia and Cannae. In 210 bc Scipio was named commander in Spain, where his father and uncle had been defeated and slain the year before. Based on lessons learned from studying how Hannibal conducted his battles and campaigns, Scipio retrained his army and introduced new, more flexible tactics. His efforts were rewarded with decisive victories against Hannibal's formidable younger brother, Hasdrubal Barca, at the battles of Baecula in 208 and Ilipa in 207, which drove the Carthaginians from Spain by 206.

Even then, Scipio had been planning to strike the Carthaginian empire on its home ground in North Africa and had begun trying to charm the various princes of Numidia (modern Algeria and western Tunisia) to support his endeavor. But jealous political opponents stood in his way. Quinctus Fabius Maximus had cemented his position as the elder statesman of Rome through his advocacy of delaying tactics. After more than a decade of avoiding direct battle with Hannibal while denying him sufficient strategic headway to force Rome to surrender, Fabius saw his achievements threatened by Scipio's plan. Fabius reminded all who would listen of the fate of Marcus Atilius Regulus, the Roman consul whose African invasion during the First Punic War had ended in disaster in 255 bc.

In spite of that opposition, Scipio parlayed the immense popularity his victories in Spain had generated into election as consul in 205. As consul, he would be one of Rome's two supreme magistrates and military commanders. Out of spite, however, Fabius saw to it that Scipio's army would be formed from Legions V and VI, which had disgraced themselves at Cannae. Those troops had been sent to Sicily and forbidden to return to Italy for the duration of the war. Scipio's call for volunteers to strengthen his army brought in 7,000 veterans, and he found those of Legions V and VI were experienced soldiers, eager to erase the shame of their defeat at Cannae. They were, however, old men with little experience in set-piece battles after more than a decade of garrison duty in Sicily. Joining his volunteers with those troops, Scipio brought the strength of each legion to 6,200 foot soldiers, which were complemented by an equal number of Italian allies. His cavalry included about 300 Roman and 900 Italian horse soldiers per legion.

Scipio spent the entire year of his consulship drilling his army. He also stayed in contact with the Numidian lords, whose cavalry support he regarded as vital to the success of his enterprise. Scipio placed his greatest hopes on his alliance with Syphax, king of the Masaesyles, or Western Numidians. Hedging his bets, Scipio had also sought the alliance of the young Masinissa, son of King Gaia of the Massyles, or Eastern Numidians.

In 204 Scipio, with his command extended after being elected proconsul, prepared to embark on his great invasion. Forty war galleys were underway to escort his fleet of more than 400 transports. On board were 25,000 infantry and 2,500 cavalry. Only a message from King Syphax marred the nearly perfect preparations. Syphax had fallen madly in love with a Carthaginian noblewoman, Sophonisba, the daughter of General Hasdrubal Gisgo. Exerting her charms, Sophonisba convinced the barbarian lord to forsake Scipio and the Romans and return his allegiance to her home city, Carthage. Nonplused, Scipio continued with his invasion plans.

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