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When the armies of Hannibal and Scipio collided in North Africa, the battle gave rise to an empire.

One day in late October 202 BC, two of the ancient world’s greatest generals met for a parley. The Second Punic War, between Carthage and the Roman Republic, was in its 16th year. For much of that time, Hannibal and his mighty Carthaginian army had ravaged the Italian peninsula and embarrassed some of Rome’s finest. But in 204, the Roman general Publius Cornelius Scipio Minor had struck back, crossing the Mediterranean from Sicily and invading the North African coast. Slowly Scipio had devastated the countryside around Carthage, turning back every force thrown against him. As his army had drawn closer to the city itself, people there panicked and clamored for Hannibal to come home to defend them.

The general and his men had returned in 203. Now, a year later, the two armies—roughly 80,000 men all together—stood but four miles apart on the plains south of Carthage, near the town of Zama (in what is now Tunisia). “Everyone,” wrote the Roman historian Livy, “was on tiptoe with excitement at the thought of Scipio and Hannibal facing one another for what would surely be the final struggle.”

The generals met for the parley exactly halfway between the two forces. Negotiations, however, proved fruitless. The fighting would soon begin, the Roman historian Livy said, with “the results left to the gods.”

Carthaginians were eager for this fight. Upon Hannibal’s return, city leaders had raised reinforcements and urged him to march. When he delayed, some in Carthage questioned whether their hero had lost his nerve. But the general refused to rush into battle. He wanted time to train recruits, let his veteran “Army of Italy” get acclimated, and size up his enemy. On the open battlefield, no Roman general had matched him. Yet his opponent at Zama was brilliant and schooled in the practical art of war, having learned from drubbings suffered at the hands of Hannibal himself. Scipio had fought at the Battle of Cannae in 216— Hannibal’s greatest victory—and he was likely part of two other Roman losses to the Carthaginians. Defeat had taught him much, including what it took to win.

Hannibal was also worried about his cavalry numbers. Though horsemen had been key to his victories in Italy, he had few at his disposal in Africa until mounted reinforcements arrived from the nearby kingdom of Numidia, a former ally of Carthage. Though most of Numidia now supported Rome, these men were led by Tychaeus, a close relative of a Numidian king who had been killed fighting the Romans. There were 2,000 in all, enough to persuade Hannibal that it was time to march.

Along the journey to Zama, Hannibal dispatched men to locate Scipio and assess his strength. The Romans captured three of these scouts, but rather than order them executed, as was the convention, Scipio had  them escorted through camp and then sent on their way. Why reveal so much? Many historians claim that the impromptu tour reflects Scipio’s confidence, but it may demonstrate his shrewdness. The Roman army wasn’t yet at full strength; the day after Hannibal’s men departed, Masinissa, the newly installed Numidian king, arrived with a few thousand infantry and, most important, 4,000 cavalry. The scouts, however, reported only what they saw—that Scipio’s cavalry was limited.

Hearing this, Hannibal marched from Zama to meet the enemy. After the parley and the failed effort at peace, preparations for battle began. Though Scipio would send his legions— more than 30,000 men—out in the three lines typical of a Roman advance, he made one pivotal change.

Traditionally, the maniples, or units, in each Roman line filled the space between the maniples of the line preceding it. The formation resembled a checkerboard. Scipio instead ordered each line to fall in directly behind the units in front. Hannibal would undoubtedly have elephants, and this formation would create wide, inviting lanes for the onrushing beasts should they shy from charging the spear points of the Roman lines. A swarm of light infantry skirmishers—the velites—would be stationed in front of the Roman army and in the gaps between the maniples. They were to disrupt the elephant attack and harass Hannibal’s first line.

On the left wing, Scipio’s long-serving and most trusted lieutenant Gaius Laelius would command the Italian cavalry, while Masinissa led his Numidian horsemen on the right. Scipio believed the cavalry would be critical. He still remembered how Hannibal’s cavalry had smashed huge Roman armies in previous battles. And his own mounted troops had proved decisive in the victory over a combined Carthaginian and Numidian force at the Battle of the Great Plain the year before. Now, with his infantry—the key to most Roman successes—outnumbered, Scipio was counting on the cavalry to decisively defeat Hannibal’s horsemen, then return to aid the legions before they were overrun.

Like Scipio, Hannibal arranged his army of 45,000 in three lines. In the first were the elements of the mercenary army of Hannibal’s late brother, Mago, which had recently returned from the Italian province of Liguria. Behind them was a force of local Libyans accompanied by a number of Carthaginian volunteers—a rare display of valor by the Punic city dwellers. In the third line stood Hannibal’s veterans, victors of a dozen major battles and countless smaller fights over a decade and a half. These men had never failed Hannibal. They must have numbered between 15,000 and 20,000, all probably outfitted in captured Roman uniforms and carrying Roman weapons. To support them, Hannibal placed his Numidian cavalry on the left, so it faced Mas – inissa’s. The Carthaginian cavalry lined up against Laelius’s Italian cavalry. To his front, Hannibal added the menacing presence of 80 elephants.

Hannibal’s plan lacked the subtlety that had marked his great victories at Cannae and elsewhere in Italy. Forgoing stratagems, Hannibal wanted to throw his elephants into the Roman front, then strike with his own first line to capitalize on the resulting melee. After that, he planned to feed in troops from his other two lines, Roman style, to wear down the legions. His tested veterans were to be held back until Scipio had been forced to commit and exhaust his triarii, or third line.

It took several hours to arrange the respective forces; each commander used the time to go before his troops and build their courage. Notably, Hannibal spoke only to his veterans in the third line, deputizing subcommanders to talk to the others. Scipio—who was commanding an army he knew well after three years of campaigning, a marked advantage—addressed his entire force. His speech was short. There was nowhere to flee if defeated, he said, so they must go forth resolved to one of two fates—conquer or die!

The Romans marched out to begin the fighting. After cavalry skirmishing between the Numidians on each side, Hannibal ordered his elephants to charge. Unfortunately for the Carthaginians, the massive animals were not well trained and didn’t easily distinguish between friend and foe. As the herd advanced, Scipio ordered his trumpeters to sound off. Many of the elephants panicked; on the Carthaginian left, they turned and charged into the Numidian cavalry guarding Hannibal’s flank. The ensuing chaos gave Masinissa an opportunity he did not let pass. He charged, and his Numidians chased their opposites off the field, their king leading the pursuit, the reins clenched in his teeth.

Meanwhile, the more intrepid of Hannibal’s elephants stormed into the Roman ranks. Many of the beasts, unwilling to crash into the walls and spears of the Roman maniples, charged harmlessly down the paths Scipio had opened. The remainder turned sideways to avoid a fusillade of missiles, then tried to escape through the cavalry guarding Hannibal’s right flank. Like Masinissa, Laelius was quick to see an opening. He ordered a charge that put the Carthaginian cavalry to flight.

With that, Hannibal’s initial attack was blunted. Yet to Scipio’s chagrin, the battlefield was cleared of cavalry, and his infantry was left to face superior numbers. Knowing the cavalry could return at any time, Hannibal ordered his first two lines to advance. The Ro – mans waited, in eerie stillness, until the Carthaginians were almost on them. At the last instant, they let loose a hail of spears and roared as they beat their swords on the metal of their shields. Momentarily unnerved, the Carthaginians hesitated.

The Romans charged.

The battle was ferocious. For a long time neither side gained an advantage. Mago’s nimble mercenaries in Hannibal’s first line were veterans and gave a good account of themselves. But they were unsupported. Eventually, the Roman first line, the hastati, pushed forward. Although their losses were heavy, the entire Carthaginian first line broke. Angry that the second line had not advanced to support them, the Ligurians turned on their fellow soldiers and began hacking at the Carthaginians and their Libyan allies.

As this intramural bloodletting continued, the hastati advanced, only to grind to a halt when they engaged Hannibal’s second line, which included the volunteers from Carthage. Exhausted after the hard fight against Mago’s men, the Romans made little headway. But they would soon get help. Seeing their legionary brothers nearly fought out, the Roman second line, the principes, advanced. The fresh troops proved too much for the Carthaginians. Combat novices, they must have been horrified by the reality of fighting. It is not difficult to imagine the terror of the Carthaginian merchant as armor-encased warriors, brandishing bloody swords and screaming murderously, slowly closed with only one intent—destruction. It is a miracle that the would-be soldiers made a stand at all.

When the Carthaginians finally broke, the Romans gave chase, slashing at them from behind and cutting them down by the thousands. Bloodlust transformed the hastati into a wild mob. The masses of terrified Carthaginians ran toward the third line but found no succor from Hannibal’s veterans. Ordered not to let the fleeing troops disrupt their ranks, the hardened veterans lowered their spears and directed the Carthaginians to move around the flanks and re-form to the rear. Some managed this, but a great many more were killed in the attempt.

The slaughter was such that it slowed Scipio’s men. According to the Greek historian Polybius:

The space between the two armies was full of blood, wounded men, and…corpses; and thus the rout of the enemy proved an impediment of a perplexing nature to the Roman general. Everything was calculated to make an advance in order difficult—the ground slippery with gore, the corpses lying piled up in bloody heaps.

At such a moment, Roman training and discipline counted most. With the sound of the trumpet, the hastati broke off their pursuit. As they re-formed, Scipio had the Roman wounded evacuated and the Carthaginian wounded slaughtered. He also ordered the principes to move to one flank and the triarii to the other, creating a solid line of Roman infantry. Such a midbattle reorganization requires consummate skill and leaves an army open to a counterblow. Inexplicably, Hannibal held his position and let the Romans form up.

Once redeployed, the Romans again beat their swords against their shields and let loose their nerve-racking war cry. With a blast of trumpets they stepped off. It was to be a contest between phalanxes, with 20,000 men on each side going about the business of extermination. “Being nearly equal in numbers, spirit, courage, and arms, the battle was for a long time undecided,” Polybius wrote, “the men in their obstinate valor falling dead without giving way a step, as two evenly matched veteran armies hacked away at each other.”

The tide turned in a sudden apocalyptic crash. Laelius and Masinissa returned, and their cavalry smashed into the unguarded Carthaginian rear. It was too much for Hannibal’s veterans. Assailed in the front and rear, most were cut down in their ranks. Those who fled were chased into the desert expanse, where, finding no refuge, they were killed.

When it was over, 20,000 Carthaginian dead littered the battlefield; a similar number had been captured. Scipio had annihilated the last great Punic army at a cost of just 1,500 Roman lives. Hannibal, joined by a few horsemen, escaped, but his renown was forever diminished. As Polybius said, “There are times when chance thwarts the plans of the brave; and there are others again, when a man ‘Though great and brave has met a greater still.’ And this we might say was the case with Hannibal on this occasion.”

It is no exaggeration to say that this clash of great generals decided the fate of Rome and the West. The battle left the Carthaginian army crippled, and Scipio went on to burn much of its vaunted fleet. Rome was free to unleash its legions in a 200-year quest to conquer the Mediterranean lands. It rose, relatively unimpeded, to become the greatest empire in Western history, while Carthage slipped into oblivion.


James Lacey and Williamson Murray are regular contributors to MHQ. This story is adapted from their new book, Moments of Battle: The Twenty Clashes That Changed the World (Bantam).

Originally published in the Autumn 2013 issue of Military History Quarterly. To subscribe, click here.