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In the meantime, the Gauls resident in the Po Valley had become restless. Aided by tribes from Gaul itself, the raised and devastated territory south of the Apennines. The Romans, allied with the Veneti, responded and by the end of their campaign in 218 BC, all of the Italian peninsula south of the Alps, except the north-west, was under Roman control (either directly or by alliance).

In the meantime, Hannibal, son of the Spain-based Hamilcar Barca who was defeated in the First Punic War, inherited command of the army and initiated a violent campaign. This escalated into the Second Punic War (218-202 BC) when the Roman Senate once again declared war on Cathage.

Rome ruled the waves this time around so Hannibal daringly crossed into Italy by leading his army across Spain and southern France and over the Alps. Despite losing up to half his troops and almost all of h is war elephants in the crossing, Hannibal inflicted several crushing defeats on the Romans, notably at Lago di Trasimeno (in present day Umbria) in 217 BC and at Cannae (in Apulia) the following year, when the Romans lost 30,000 soldiers. Stalemate ensued.  Hannibal roamed Italy and the Romans avoided direct clashes. With control of the sea, the Romans had no trouble preventing the arrival of reinforcements to Hannibal until 207 BC when his brother Hasdrubal crossed the Alps.

The Romans then discovered a military genius of their own to match Hannibal - Publius Cornelius Cipia. Backed by a strong army, the 25-year old general struck first at Hannibal's power base in Spain and then, in 204 BC, attacked Africa, forcing the Carthaginians to recall Hannibal to defend the capital. In 202 BC Scipio won the decisive Battle of Zama over Hannibal, who committed suicide in exile some 20 years later. Rome was left the Iberian peninsula, which, apart from the occasional protracted uprising, became a comparatively peaceful Roman territory.

During the following years, the Roman Republic added Macedonian Greece to its provinces after the decisive defeat of Perseus, the son of Philip V of Macedon, in a three-year war. By 146 BC, all of mainland Greece was under Roman control. In 129 BC  the Romans extended their control to Asia Minor.

In the meantime Carthage continued to exercise the Roman imagination and in 149 BC Rome sent an invasion to finish off its arch-rival once and for all. After three years of siege the Roman region legions finally marched in and erased the city.

FROM REPUBLIC TO EMPIRE

The rapid expansion of Roman control from Italy to cover much of the Mediterranean brought far-reaching changes at home. Italy came to depend on the wealth imported from the provinces. Much of this wound up in the pockets of the oligarchs, and a large underclass, increasingly poor and alienated, became a growing source of of social discontent. The poor remained poor and the rich wallowed in a new refinement, much of it learned from the older and more developed societies the Romans had subjugated. The need for land reforms caused a deep rift between those who advocated such changes and the conservative Senate.

As the 2nd Century BC drew to a close, Rome slipped into a period of factional strife, exacerbated by problems abroad. Germanic tribes moving across northern Europe in search of land challenged Roman authority in client states and attacked Gaul. The emergency persisted and in part explained the repeated nominations of the general Galus Marius as consul. He reorganised the armed forces and replace the increasingly unpopular system of conscription with a new system of accepting volunteers from the ranks of the landless urban poor. Roman armies now looked to their individual generals for recompense after a campaign and the commanders realised that conquest and retaining the fidelity of their troops bestowed on them considerable political power.

Meanwhile, Roman politics was increasingly polarised. One of the many questions at stake was the citizenship status of the Italic peoples beyond the city of Rome. The Senate opposed proposals to extend Roman citizenship across the peninsula but, in the face of rebellion by its peninsula allies in what became known as the Social War, eventually caved in on this point. The weight of military men in domestic political affairs grew and resulted ultimately in the proclamation in 82 BC  of the dictatorship of the Cornelius Sulla, who had been a bitter opponent of Gaius Mrius and his faction. A conservative who had returned to Italy at the head of a victorious army from the Middle East, his rise marked a turning point in republican government.

Sulla allowed one of his protégés, Gnaeus Pompeius Magnus (Popey the Great), to leapfrog up the political ladder. In 77 BC he was sent to Spain to end a revolt by Quintus Sertorius, a talented general and the last of the Marius faction. Rome had to put out several fires at the same time. In Asia Minor war broke out in 74 BC (not for the first time) with a Black Sea ruler, Mithridates, and in 73 BC the last great slave revolt, led by the Thracian gladiator Spartacus, shook Italy. Marcus Licinius Crassus was given an extraordinary appointment to put down the revolt, which e accomplished just as a victorious Pomey was returning home form Spain in 71 BC (see the boxed text "Spartacus the Dimply One" below).

Crassus and Pompey, by now bitter rivals, together then campaigned (and bribed) their way to the consulships in 70 BC. Pompey later took an army to Syria.

In 59 BC Gaius Julius Caesar became consul with the connivance of Crassus and the newly returned Pompey. In return for their electoral and financial support, Caesar as consul would ensure that his allies' interests would be looked after. The three men became known as the First Triumvirate and their pact was reinforced by Pompey's marriage to Caesar's daughter Julia.

After his consulship,  Caesar left to win military glory in Gaul, which he conquered in the years 58-51 BC. His treatment of the Gauls in defeat was mild and the area became his main power base. At the same time he also made incursions into Germanic territory across the Rhine and into Britain. Crassus meanwhile died while campaigning in Parthia and Pompey became consul again in 52 BC. He and Caesar arranged for the latter to stand again for the consulship in 50 BC but Pompey's growing jealousy of Caesar's success pushed him into the arms of conservative senators who opposed the popularity and power of Caesar.