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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.

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.

While Scipio headed for Africa, Hannibal brooded in Bruttium. Victory had once seemed within his grasp in 216, when he shattered eight legions at Cannae. Much of southern Italy had rallied to the Carthaginian cause, and Carthage had promised to send him reinforcements from Spain and Africa. Roman consuls could not defeat Hannibal, but they did gain victories over lesser Carthaginian generals. Defeats in Spain and Sardinia the following year broke the momentum of victory Hannibal had generated. In Italy the Romans persisted in their Fabian tactics — delaying and harassing — and gradually wore down Hannibal’s army. Reinforcements finally arrived in 207, when Hannibal’s brother Hasdrubal Barca crossed the Alps. But that invasion ended in disaster at the Metaurus River, where Hasdrubal was slain and his army destroyed.

So Hannibal maintained his diminishing army in Bruttium. Roman consuls who sought to oust the wily Carthaginian from his base were consistently defeated, but Hannibal lacked the resources to resume the offensive. One faint hope remained, as Hannibal’s youngest brother, Mago, invaded Liguria in 205 after being expelled from Spain by Scipio. With an expeditionary force of 18,000 foot, 2,800 horse and seven elephants, Mago spent the next two years recruiting and drilling Ligurian and Celtic warriors, planning to invade Italy as his brothers had before him.

Scipio crossed over to Africa in the summer of 204 without incident, landing near Cape Bon. The Punic navy was not a great threat at that time, and his greatest worry was the loss of Syphax’s support. Scipio was heartened when he was met in Africa by Masinissa, with 200 crack horsemen, but that was the full extent of Masinissa’s following. King Gaia had died, and Masinissa had become involved in a hard-fought war of succession. Syphax had intervened at the crucial moment, adding the Massyles kingdom to his own and driving Masinissa out as a mere renegade. Nevertheless, Scipio saw great opportunities in Masinissa’s friendship.

Masinissa soon proved his worth. Upon hearing of the Roman landing, Carthage had sent out General Hanno with a large body of heavy cavalry and local tribal auxiliaries, totaling 4,000 horsemen. Masinissa made contact with Hanno’s force, then fled. The Carthaginians pursued him and were caught completely by surprise when Scipio’s 2,500 cavalry assailed their flank. Hanno and more than 1,000 of his men were slain in the first clash, and another 2,000 were killed or captured in the pursuit that followed. Scipio had secured his beachhead. He next moved to besiege the port of Utica, unmolested by Carthaginian forces.

Utica proved a tougher nut to crack than Scipio had anticipated. After a siege of 40 days, the city still held firm. Meanwhile, Hasdrubal Gisgo had called out the civic levy and organized a large army, supposedly consisting of 30,000 foot and 3,000 horse. He also summoned King Syphax, who arrived with a reputed host of 50,000 infantry and 10,000 cavalry. Realistically, the two armies combined probably numbered no more than 30,000 infantry and 5,000 or 6,000 cavalry. Scipio judged he would be unable to face this force in open battle due to his inferiority in cavalry strength, but he had foreseen such a contingency. He simply lifted the siege of Utica and fell back to the Castra Cornelia, a fortified base camp his troops had built at the tip of a narrow promontory. Given Roman naval superiority, his army would not want for supplies. Scipio could afford to wait out the winter until a more propitious opportunity arose.

Hasdrubal and Syphax were content to set up camp and keep watch over the Romans. Overconfident because of their numbers, they opened negotiations with Scipio, who played along in order to collect intelligence on the enemy camps. His diplomats, accompanied by senior centurions disguised as servants, brought him word that the Punic camps were highly vulnerable to flame. Scipio strung out the negotiations into the early spring of 203, but when he judged his forces were ready, he broke off the peace talks, though he still held out the hope they would resume shortly. The Carthaginian leaders, lulled into a false sense of security, suspected nothing until Scipio struck. Both camps were set alight in a surprise night assault, and the two armies were annihilated, with practically no loss to the Romans. Scipio scored another victory in Rome, where his supporters succeeded in extending his proconsulship in Africa for the duration of the war.

In Carthage calls were now heard to recall Hannibal or sue for peace. In spite of his defeat, however, Hasdrubal Gisgo was not about to give up. Besides calling up new levies from Carthage and the nearby countryside, he sent out recruiting officers to Spain, where 4,000 crack Celt-Iberian mercenaries were hired. The appearance of the Celt-Iberian mercenary corps, as well as the entreaties of his young wife, Sophonisba, convinced Syphax to join Hasdrubal’s new army. Hasdrubal and Syphax assembled an army of some 25,000 foot and 3,000 horse in the Great Plains of the Bagradas River in the early summer of 203. The instant Scipio heard of the new army from his scouts, he marched to attack, foreseeing that the Carthaginian force would only grow stronger with time. His expeditionary army of 27,500 by now had been reinforced by as many as 1,000 Numidian cavalry. Hasdrubal Gisgo, though not yet fully prepared, accepted the challenge of battle.

Scipio employed novel tactics to envelop and crush the Punic army. His cavalry first routed their opposition. Scipio’s three lines of infantry deployed in the customary checkerboard formation. The hastati (first-line heavy infantry) advanced into the fray as usual, but then the principes (second line) and triarii (reserve veterans), instead of following in support, marched out to the flanks to extend the line. The Punic infantry was enveloped and soon collapsed. Only the Celt-Iberians fought on. A thousand miles from home, with no expectation of mercy from the Romans, these hardened mercenaries fought to the last man, allowing Hasdrubal and Syphax to escape with a few of their followers.

Scipio dispatched all his cavalry and light infantry, bolstered with some legionaries, under Masinissa and his friend Caius Laelius, to pursue Syphax and reclaim Masinissa’s kingdom. Scipio himself advanced with the heavy Roman infantry to Tunis, only 15 miles from Carthage. He hoped to overawe the city, which had no defending army in the field.

In Carthage’s elected oligarchy of ruling aristocrats, calls for surrender were shouted down. Carthage was perhaps the most strongly fortified post in the world, and Scipio’s fleet was too small to threaten its communications. Two defensive measures were agreed upon. First, messengers were dispatched to recall the armies of Hannibal and Mago from Italy. At the same time, the Punic home fleet sailed to make a surprise raid on the Roman navy at Castra Cornelia. When word was brought to Scipio that the Carthaginian navy had been spotted sailing north, he was greatly concerned. Hastening back to Castra Cornelia, he found his fleet unprepared for an engagement and quite vulnerable. He ordered a row of merchant vessels to be lashed together, covering the bay where his fleet was anchored. When the Punic fleet arrived, it assaulted the barrier and succeeded in capturing and towing off 60 Roman merchant ships, but the Carthaginians failed to destroy the Roman navy.

Meanwhile, Laelius and Masinissa pressed their pursuit of Syphax. Masinissa first reclaimed his father’s Massyles kingdom and then continued the chase into Syphax’s Masaesyles lands. Sometime in the fall of 203, Syphax made a stand before his capital at Cirta. Masinissa began the battle with a tremendous cavalry charge but was countered by the horsemen of Syphax. When Laelius moved up with the Roman infantry, however, Syphax’s army was routed. While King Syphax was desperately trying to rally his men, his horse was wounded and he was thrown and captured. Laelius allowed Masinissa to ride on to Cirta with Syphax in chains before him. The Masaesyles were so overcome with grief and fear at the sight of their fallen king that the city fell without a struggle.

The Roman victory was nearly undone, however, by the wiles of the beautiful Sophonisba, who threw herself at Masinissa’s feet, pleading for protection from the wrath of the Romans. Masinissa was overcome with passion for the young woman and impulsively pledged to protect her. On the following day, Masinissa arranged a marriage ceremony with her, hoping Scipio would not order the surrender of his new bride.

When Scipio heard of these events he was not amused. His former alliance with Syphax had been sundered by this woman, and now she had captured the heart of Masinissa. Scipio rebuked the young prince and sternly informed him that even if she was not Hasdrubal’s daughter, his Carthaginian bride was technically a prisoner of war. Masinissa saw only one way to honor his pledge never to allow Sophonisba to fall into the hands of the Romans: He sent a slave to her with a cup of poison, which she drank without hesitation. To take Masinissa’s mind off this tragic turn of events, Scipio had him declared a king and sent him off to complete the conquest of Numidia.

The defeat of Syphax finally drove Carthage to sue for peace. Scipio dictated terms that included the withdrawal of Carthage’s armies from Italy and Liguria, the permanent cession of Spain and all the islands, the surrender of the Punic navy and a large tribute. The Carthaginian council accepted the terms, and Scipio granted an armistice in Africa while the treaty was put before the Senate in Rome.

During the summer of 203, while Hannibal continued to hold his own in Bruttium, his brother Mago finally launched his invasion of Italy. Mago had reinforced his 20,800-man expeditionary force with as many as 15,000 Ligurian and Celtic warriors, and the Carthaginian army advanced into the Po River valley. Two Roman armies with four full legions and allies, numbering 36,000 infantry and 4,000 cavalry, were deployed to meet them. Mago used his war elephants to rout the Roman cavalry, but his Ligurian and Celtic levies did not hold up against the legions. The armies fought to a bloody stalemate. Then Mago was wounded, and the Carthaginian army grudgingly retired from the field. Both sides had suffered heavily. Nearly 5,000 Carthaginians were slain, while Rome lost 2,300 killed.

Withdrawing into Liguria, Mago reached the Gulf of Genoa and found envoys from Carthage waiting with orders to embark his army at once and return to Africa. Another delegation was delivering the same message to Hannibal. Mago signed on as many Ligurian and Celtic mercenaries as he could and set sail as ordered. Hannibal, likewise submitting to the inevitable, embarked his army. Strangely, the Roman navy did not interfere with the movement of either army. En route to Africa, Mago died of his wound. He would be sorely missed at Zama.

By then, Rome had ratified the peace terms dictated by Scipio. The Senate dispatched envoys to Africa to see to the execution of the agreement. A Roman supply convoy was scattered by a storm, however, and many of the merchant ships ran aground within sight of Carthage. An angry mob convinced the council to dispatch the Punic navy to seize the vulnerable ships. That violated the armistice and nullified the treaty, but the Carthaginians were confident because Hannibal had returned.

Hannibal arrived near Hadrumetum (modern Sousse), about 50 miles south of Carthage, in the spring of 202. He wanted to avoid the political infighting and mob scenes at Carthage, so he kept his distance. He had to manage not one army but three. Few of the troops who had crossed the Alps with him 16 years earlier remained, but the 14,000 soldiers he led — mostly Bruttian, with Carthaginian officers and Libyan and Iberian subalterns — were among the finest in the world.

The second army was Mago’s force, about 12,000 hardened Ligurian, Celtic and Balearic mercenaries. The third army was composed of raw recruits. A draft of the civic levy had produced about 14,000 foot and a little more than 1,000 horse. Months of drill were barely sufficient to turn them into soldiers capable of facing Scipio’s legionaries, but they would be fighting for their homes and families. Hannibal sent out hunters to capture elephants and dispatched messengers into the western desert to rally Syphax’s kinsmen, with their Numidian horsemen, to his army.

Scipio wanted to respond to Hannibal’s landing but could not. Masinissa was far off in the west, and Scipio dared not approach Hannibal without his horsemen. Messenger after messenger was sent off urging Masinissa’s immediate return with the largest possible body of horsemen. Both Scipio and Hannibal spent an anxious summer anticipating the arrival of their Numidian support. But it was Tychaeus, a relative of Syphax, who responded first, arriving at Hannibal’s camp in the early fall with 2,000 light cavalry, reputedly the finest horsemen in all of Numidia. Meanwhile, word came to Scipio that Masinissa was also on his way.

Scipio now took his army out on a pillaging expedition, raiding and looting the rich valley of the Bagradas River. The council of Carthage, seeing their estates laid waste, ordered Hannibal to pursue. The general replied that he would move in his own good time, but he ultimately marched his army out of camp to intercept Scipio. The estates meant nothing to Hannibal, but Scipio was marching to meet Masinissa, and Hannibal hoped to catch the Roman first. Hannibal caught up with Scipio near Zama (probably modern Seba Biar) and encamped.

Soon afterward, the Romans captured some of Hannibal’s scouts. Scipio merely gave them a tour of his camp near Naraggara (modern Sidi Youssef) and released them. They brought back information that Hannibal dreaded to hear. Masinissa had just arrived with 6,000 infantry and 4,000 cavalry. Hannibal, now inferior in his mounted arm, would have to fight here, and he moved west to set up a new camp about four miles from the Romans.

Legend has it that before their final battle, Hannibal and Scipio had a conference. No-thing was resolved, of course, and most likely these two great captains simply wished to meet face to face. They had a chat, then returned to their camps to prepare their armies for battle. Hannibal had as many as 40,000 infantry but only 3,000 cavalry. He also had 80 war elephants, the largest such force raised during the Second Punic War. Scipio had just over 30,000 foot but 6,500 horse. Both generals deployed three lines of infantry, with cavalry on the flanks.

Hannibal placed his 80 elephants in a skirmish line before his army. It was an imposing force, if only partially trained. His first line was composed of Mago’s 12,000 mercenaries. The second line included the 14,000 recruits from Carth-age and the surrounding country. In the third echelon, Hannibal kept his 14,000-strong Old Guard. He post-ed his 1,000 civic cavalry on the right, while the Carthagin-ian left wing was held by Tychaeus with his 2,000 Numidian horse.

Scipio formed the 25,000 heavy infantry of his legions in the usual three lines of hastati, principes and triarii. Instead of the customary checkerboard formation, however, he placed the maniples of principes and triarii directly behind the hastati. By using this formation Scipio hoped to neutralize the shock of Hannibal’s charging elephants by allowing them to pass through these lanes in his army. Scipio also placed his velites, or skirmishers, to cover these lanes and harass the great beasts with missile fire. The general placed his 2,500 Roman and Italian cavalry under Laelius on his left, while Masinissa held the right with his 10,000 men.

The Battle of Zama commenced when Hannibal ordered his elephant corps to charge. Scipio responded by having all his trumpeters give a great blast to startle the elephants, some of which stormed off, even charging into their own cavalry on the left wing. Masinissa seized the opportunity to attack Tychaeus’ disorganized force, quickly driving it from the field. Laelius likewise charged and routed the Carthaginian heavy cavalry. The Roman horse galloped off the field in hot pursuit. Some historians believe the swift retreat of his cavalry was a preconceived maneuver on Hannibal’s part to draw the superior Roman cavalry away from the field. If so, it was a brilliant stratagem that nearly succeeded.

Not all the elephants were unnerved by the trumpet blast, and those still under control now lumbered into Scipio’s legions. While most of the pachyderms passed harmlessly through the lanes in the Roman army, a number managed to do their devilish work, goring with their tusks and crushing with their feet, while their crews launched arrows and javelins down on the foe. Although they wrought substantial havoc, the valiant beasts were unsupported and were finally driven off or brought down.

Scipio’s first line, the hastati, now advanced and was met by Mago’s mercenaries. These barbarians, though more lightly armored than their opponents, attacked with savage fury, but once their initial charge was broken, the Romans steadily ground them down. After a bitter struggle, Hannibal’s first line began to crumble. The surviving Gauls and Ligurians fell back on the second echelon, but Hannibal ordered his citizen phalanx to level their spears to prevent the mercenaries from entering and disrupting the formation. Most of the barbarians fled to the flanks. A few, enraged by this apparent betrayal, attacked their own second line. They were quickly cut down.

Now the hastati, weary but still in good order, engaged Hannibal’s second line, the civic phalanx. A desperate fight followed, and Scipio, by then anxiously anticipating the return of Laelius and Masinissa, was forced to commit his second line, the principes, to the struggle. After a prolonged bloody fight, Hannibal’s second echelon crumbled as well. The survivors fled out to the flanks, as Hannibal held his third echelon back to avoid any entanglement with the routed forces. There was still no sign of the missing Roman cavalry.

Hannibal now ordered his fresh reserve, the Old Guard, into action. Scipio also committed his third echelon, the triarii, but not in support of the hastati and principes. Instead, he reorganized his force. The principes and triarii marched out to the flanks to extend the Roman line. Scipio’s army was now longer, but it was thinner than Hannibal’s force. The Carthaginians advanced inexorably and crashed into Scipio’s tired men. A fierce struggle ensued, and the Carthaginian veterans began to drive into the Roman center. Scipio feared that if his cavalry did not return in a few minutes, the battle might well be lost. Hannibal, by the same reasoning, urged his men forward into the attack while victory was possibly within their grasp.

At that critical juncture, a cloud of dust was spied on the horizon. Laelius and Masinissa had returned, and their cavalry hurtled at top speed into the rear of the Carthaginian army. Scipio had snatched a victory at the last possible moment. Hannibal’s army was encircled and his troops were slaughtered. Reportedly 20,000 Carthaginians were slain, and nearly as many were captured. Roman losses were 1,500 killed, and no doubt many thousands more wounded. Hannibal escaped with only a few horsemen. Scipio, who had studied Hannibal with awed admiration, had achieved an envelopment strikingly similar to that achieved by the Carthaginian general at Cannae 14 years earlier.

At Zama two of the greatest generals of all time had met in a great battle. Both entered the battle undefeated — only one emerged so. Scipio earned the honorific title “Africanus” for his great victory. The Roman general dictated a peace treaty that was only slightly more severe than the one he had offered earlier. On Hannibal’s advice, the council in Carthage accepted the terms, and the Second Punic War finally came to an end.

Both of these great generals were doomed to die in exile. Hannibal served Carthage as an able administrator for a decade before he was forced to flee by the Romans. The wily general wandered the eastern Mediterranean as a mercenary military adviser until he was sold out to the Romans by the king of Bithynia and took poison to avoid capture in 183 bc. In Rome, Scipio Africanus was elected to a second consulship in 194. In 190 his brother Lucius won the consulship, and Scipio Africanus accompanied the army into Asia against King Antiochus III (the Great), who was being advised by Hannibal. Lucius won a great victory at Magnesia in 189. Soon thereafter, however, rival politicians began a smear campaign in the Senate and the courts that ultimately drove Scipio into self-imposed exile. Scipio Africanus died within a year of the death of his great rival Hannibal.

This article was written by Daniel A. Fournie and originally published in Great Battles: Antiquity’s Greatest Clashes. For more great articles, subscribe to Military History magazine today!