Gothic War ( 535 – 554 ) The Gothic War between the Eastern Roman Empire and the Ostrogothic Kingdom of Italy was fought from 535 until 554 in Italy , Dalmatia , Sardinia , Sicily and Corsica . It is commonly divided into two phases . The first phase lasted from 535 to 540 and ended with the fall of Ravenna and the apparent reconquest of Italy by the Byzantines . During the second phase ( 540 / 541 – 553 ) , the Goths ' resistance was reinvigorated under Totila and put down only after a long struggle by Narses , who also repelled the 554 invasion by the Franks and Alamanni . In the same year , Justinian promulgated the Pragmatic Sanction which prescribed Italy ' s new government . Several cities in northern Italy continued to hold out , however , until the early 560s . The war had its roots in the ambition of Roman Emperor Justinian to recover the provinces of the former Western Roman Empire , which had been lost to invading barbarian tribes in the previous century ( the Migration Period ) . By the end of the conflict Italy was devastated and considerably depopulated . As a consequence , the victorious Byzantines found themselves unable to resist the invasion of the Lombards in 568 , which resulted in the loss of large parts of the Italian peninsula . Background . Italy under the Goths . In 476 , the Western Roman Empire in Italy was overthrown , when Odoacer deposed Emperor Romulus Augustulus and declared himself " rex Italiae " ( " King of Italy " ) . Although he recognized the nominal suzerainty of the Eastern Emperor , Zeno , his independent policies and increasing strength made him a threat in the eyes of Constantinople . At that time , the Ostrogoths , under their leader , Theodoric , were settled as " foederati " of the Empire in the western Balkans , but were also growing restless . Zeno decided to " kill two birds with one stone " , and sent the Ostrogoths to Italy to remove Odoacer , officially acting as the representatives of the Empire . Theodoric and the Goths were able to defeat Odoacer , and Italy came under Gothic rule . However , as per the arrangement between Theodoric , Zeno and the latter ' s successor Anastasius , the land and its people were regarded as still being part of the Empire , with Theodoric fulfilling merely the role of a viceroy and head of the army ( " magister militum " ) . This arrangement was scrupulously observed by Theodoric : the administration continued in its old form and was staffed exclusively by Romans , and legislation remained the preserve of the Emperor At the same time , the army remained the exclusive preserve of the Goths , who came under the authority of their own chiefs and courts . The two peoples were further kept apart by faith : the Roman population was Chalcedonian , while the Goths were Arians , although , unlike the Vandals or the early Visigoths , considerable religious tolerance was practised . This complex dual system worked effectively under the capable and strong leadership of Theodoric , who knew how to carry out his own policy without alienating the Roman aristocracy , but began to break down during his later years and collapsed entirely under his heirs . With the ascension of Emperor Justin I , the end of the Acacian schism and the return of ecclesiastical unity with the East , several members of the Italian senatorial aristocracy began to favour closer ties to Constantinople as a balance to the Goths ' power . The deposition and execution of the distinguished " magister officiorum " Boethius and his father - in - law in 524 was a symptom of the slowly increasing alienation of their caste from the Gothic regime . When Theodoric died in August 526 , he was succeeded by his grandson Athalaric . As he was an infant , the regency was held by his mother , Amalasuntha , who had received a Roman education and initiated reconciliatory policies with the Senate and the Empire . These policies , and her efforts to educate Athalaric in the Roman way , displeased the Goths , who started plotting against her . Perceiving the danger , Amalasuntha executed three leading conspirators , while at the same time writing a letter to the new Emperor , Justinian I , and asking to provide her with sanctuary if she should be forced to flee Italy . Eventually , however , Amalasuntha remained , even after her son ' s death in 534 . Seeking support , she chose her cousin Theodahad , to whom she offered the kingship . It was a fatal move , as Theodahad lost little time in having her arrested and then , in early 535 , executed . Justinian ' s policies and preparations . Already in 533 , utilizing a dynastic dispute , Justinian had sent his most talented general , Belisarius , to recover the North Africa n provinces held by the Vandals . The Vandalic War produced an unexpectedly swift and decisive victory for the Roman Empire , and must certainly have encouraged Justinian in his ambition to recover the lost western provinces . During this war , Amalasuntha had allowed the Roman fleet to use the harbours of Sicily , which belonged to the Ostrogothic Kingdom , as bases of operation . Through his agents , Justinian tried to save Amalasuntha ' s life , but to no avail . Her death , in any case , gave him the perfect excuse for war . As Procopius writes : " as soon as he learned what had happened to Amalasuntha , being in the ninth year of his reign , he entered upon war . " Belisarius was appointed commander in chief ( " stratēgos autokratōr " ) for the expedition against Italy with 7 , 500 men while Mundus , the " magister militum per Illyricum " , was tasked to occupy the Gothic province of Dalmatia . The small size of the forces made available to Belisarius must be noted , especially when compared to the much larger army he took in the field against the Vandals , an enemy much weaker than the Ostrogoths . The preparations for the operation were carried out in absolute secrecy , while Justinian tried to secure the neutrality of the Franks by gifts of gold . Belisarius subdues the Goths , 535 – 540 . Fall of Sicily and Dalmatia to the Byzantines . Belisarius first landed at Sicily , which was strategically located between the now Roman Africa and Italy , and whose population was well disposed toward the Empire . The island was quickly captured , with the only determined resistance , at Panormus ( modern Palermo ) , overcome by late December . From there , Belisarius prepared to cross over into Italy , where Theodahad , fearful because of the Byzantines ' successes , had sent envoys to Justinian , proposing at first to cede Sicily and recognize his overlordship , but later to cede all of Italy to him . In the meantime , triumph and disaster had befallen the Romans in Dalmatia . Mundus had quickly overrun Dalmatia and captured its capital , Salona . But a large Gothic army arrived to reclaim the province , and Mundus ' son Mauricius fell in a skirmish . Enraged by this loss , Mundus marched with his army against the Goths , and inflicted a heavy defeat upon them . However , in the pursuit , Mundus himself was wounded mortally . As a result , the Roman army withdrew , and all of Dalmatia , with the exception of Salona , was abandoned to the Goths . All this happened in March 536 , and Theodahad , learning of this success , became emboldened , and rejected and imprisoned Justinian ' s ambassadors . Any possibility of a peaceful takeover was now over . Justinian sent the new " magister militum per Illyricum " , Constantianus , to recover Dalmatia , and ordered Belisarius to cross into Italy . Constantianus accomplished his task speedily . The Gothic general , Gripas , abandoned Salona , which he had only recently occupied , because of the ruined state of its fortifications and the pro - Roman stance of its citizens , and withdrew to the north . Constantinianus then occupied the city and rebuilt its walls . Seven days later , the Gothic army departed for Italy , so that by late June Dalmatia was again in Roman hands . Ascension of Vitiges , first siege of Rome . In the late spring of 536 , Belisarius crossed with his army into Italy , where he captured Rhegium . The Roman army sacked Naples after a costly siege in November , and finally entered Rome unopposed in December . The rapidity of Belisarius ' advance had taken the Goths by surprise , and the inactivity of Theodahad enraged them . After the fall of Naples he was deposed , and a new king selected . Vitiges left Rome and headed for Ravenna , where he married Amalasuntha ' s daughter Matasuntha and began rallying his forces against the invasion . Vitiges led a large force against Rome , where Belisarius , who did not have enough troops to face the Goths in the open field , had remained . This siege of Rome , the first of three in the Gothic War , lasted for a year , from March 537 to March 538 . It featured several sallies and minor engagements , as well as several large - scale actions , but after reinforcements from Constantinople arrived in April 537 ( 1 , 600 Slavs and Huns ) and November 537 ( 5 , 000 men ) , the defending Byzantines took the offensive . The Byzantine cavalry took several towns in the Goths ' rear , which worsened their already - bad supply situation and threatened Gothic civilians . Finally , the fall of Ariminum ( modern Rimini ) , barely a day ' s march from Ravenna , to a Roman cavalry force , forced Vitiges to abandon the siege and withdraw . Siege of Ariminum , arrival of Narses . As Vitiges marched to the northeast , he strengthened the garrisons of various towns and forts along his way , in order to secure his rear , and then turned towards Ariminum . The Roman force of 2 , 000 horsemen occupying it comprised some of Belisarius ' finest cavalry , and Belisarius decided to replace them with an infantry garrison , so as to have them available at his side . However , their commander , John , refused to obey the orders of his commander , and remained at Ariminum . The error of this was made plain when , shortly after , the Goths arrived . Although an initial assault failed , they proceeded to subject the city , which had few supplies , to a siege . At the same time , another Gothic army marched against Ancona . Although they routed the Roman forces in open battle , they ultimately failed to take the city ' s fortifications . At that time , new forces , 2 , 000 Herul " foederati " , under the Armenia n eunuch Narses , arrived at Picenum . Belisarius marched to meet Narses , and when the two generals met in council , they disagreed on the course to be followed , with Narses supporting a direct relief expedition to Ariminum and Belisarius favouring a more cautious approach , but the arrival of a letter from John , which illustrated the immediate prospect of the city ' s fall , resolved the issue in favour of the former . Belisarius divided his army in three parts , a seaborne force under his capable and trusted lieutenant Ildiger , another under the equally experienced Martin which was to arrive from the south , and the main force under himself and Narses , which was to arrive from the northwest . However , Vitiges learned of their coming , and , facing the prospect of being surrounded by superior forces , the Goths hurriedly withdrew to Ravenna . Dissension between Belisarius and Narses . The bloodless victory at Ariminum strengthened Narses ' position vis - a - vis Belisarius , with many Roman generals , including John , turning their allegiance to him . In the council after the relief of Ariminum , the dissension came to the fore . While Belisarius was in favour of reducing the strong Gothic garrison of Auximum ( modern Osimo ) in their rear and relieving the siege of Mediolanum ( see below ) , Narses favoured a less concentrated effort , including a campaign in Aemilia . Belisarius , to his credit , did not allow matters to reach a full breach , and instead marched with Narses and John against Urbinum . The two armies encamped separately , and shortly afterwards , Narses , convinced that the town was unassailable and well supplied , broke camp and departed for Ariminum . From there he sent John to Aemilia , which was quickly subdued . Nevertheless , aided by the fortunate drying up of Urbinum ' s only water spring , the town fell to Belisarius soon after . At any rate , the Roman army in Italy now followed two different commanders , and the results of this disunity were to become tragically clear in the failure to relieve Mediolanum . Siege and sack of Mediolanum . In April 538 , Belisarius , petitioned by representatives from Mediolanum ( Milan ) , then the second most populous and wealthy city in Italy after Rome , had sent a force of 1 , 000 men , under Mundilas , to the city . This force succeeded in securing the city and most of Liguria , except Ticinum ( Pavia ) , with ease . However , Vitiges called upon the Franks for help , and a force of 10 , 000 Burgundians swiftly and unexpectedly crossed the Alps and together with the Goths under Uraias laid siege to the city , which was both ill - provisioned and undergarrisoned , since the already small Roman force had been dispersed as garrisons to the neighbouring cities and forts . A relief force was dispatched by Belisarius , but its commanders , Martin and Uliaris , did not make any effort to help the besieged . Instead , they asked for further reinforcements , by the forces of John and the " magister militum per Illyricum " Justin , who operated in the nearby province of Aemilia . At this point , the dissensions in the Roman command exacerbated the situation , as John and Justin refused to move without orders from Narses , and even then , John fell ill and the preparations were halted . These delays proved fatal for the besieged city , which , after many months of siege , was reaching the point of starvation . The Goths offered Mundilas a guarantee that the lives of his soldiers would be spared if he surrendered the city , but , since no guarantee was offered for the civilian population , he refused , until , at about the end of March 539 , his starving soldiers forced him to accept these terms . The Roman garrison was indeed spared , but the city ' s inhabitants were subjected to a general massacre , and the city itself was razed . Frankish invasion of northern Italy , fall of Auximum and Faesulae . In the aftermath of this disaster , Narses was recalled , and Belisarius confirmed as supreme commander with absolute authority for Italy . At the same time , Vitiges sent envoys to the Persian court , hoping to convince Chosroes I to reopen hostilities with the Byzantines . That would force Justinian to concentrate the majority of his forces , including Belisarius , in the East , and allow the Goths to recover . The war would indeed come , but too late for Vitiges . Belisarius , for his part , resolved to conclude the war by taking Ravenna . Prior to this , he had to deal with the two Gothic strongholds of Auximum and Faesulae ( Fiesole ) . While Martin and John hindered the Gothic army under Uraias to cross the River Po , a part of the army under Justin besieged Faesulae , and Belisarius himself undertook the siege of Auximum . While the sieges were under way , however , a large Frankish army under king Theudebert I crossed the Alps and came upon the Goths and the Byzantines encamped on the two sides of the Po . The Goths , thinking they had come as allies , were swiftly routed . The equally astonished Byzantines gave battle , were defeated and withdrew southwards into Tuscany . In the event , the Frankish invasion , which could have altered the course of the war , was defeated by an outbreak of dysentery , which caused great losses and forced the Franks to withdraw . Belisarius concentrated on taking the two besieged cities , which was accomplished when both garrisons were forced by starvation to capitulate in October or November 539 . Capture of Ravenna and departure of Belisarius . After these successes had eliminated potential threats to his rear , and freshly reinforced with troops from Dalmatia , Belisarius moved against Ravenna . Detachments were sent north of the Po , and the imperial fleet patrolled the Adriatic , cutting the city off from supplies . Inside the besieged Gothic capital , Vitiges received a Frankish embassy looking for an alliance , but after the events of the previous summer , no trust could be placed on the Franks ' offers . Soon afterwards , an embassy came from Constantinople , bearing surprisingly lenient terms from Justinian . Anxious to finish the war and concentrate against the looming Persian war , the Emperor offered a partition of Italy : the lands south of the Po would be retained by the Empire , those north of the river by the Goths . The Goths readily accepted the terms , but Belisarius , judging this to be a betrayal of all he had striven to achieve , refused to sign , even though his generals disagreed with him . Disheartened , the Goths resorted to a final plan . They offered to make Belisarius , whom they respected , the western emperor . Belisarius had no intention of accepting the role , but saw how he could use this situation to his advantage , and feigned acceptance . Thus , in May 540 , Belisarius and his army entered Ravenna . The city was not looted , while the Goths were treated well and allowed to keep their properties . In the aftermath of Ravenna ' s surrender , several Gothic garrisons north of the Po surrendered . Others remained in Gothic hands , among which were Ticinum , where Uraias was based , and Verona , held by Ildibad . Soon after , Belisarius sailed for Constantinople , where he was refused the honour of a triumph . Vitiges was named a patrician and sent to a comfortable retirement , while the captive Goths were sent to reinforce the eastern armies . The reigns of Ildibad and Eraric . Belisarius ' departure left most of Italy in Roman hands , but north of the Po , Ticinum and Verona remained unconquered . Soon after Belisarius ' breach of faith towards them became apparent , the Goths , at the suggestion of Uraias , chose Ildibad as their new king . In Belisarius ' wake , Justinian neglected to appoint an overall commander - in - chief . While the Roman armies and their commanders neglected their discipline and committed acts of plundering , and the newly established imperial bureaucracy made itself immediately unpopular by its oppressive fiscal demands , Ildibad reestablished control over Venetia and Liguria . Ildibad decisively defeated the Roman general Vitalius at Treviso , but after having Uraias murdered because of a quarrel between their wives , he too was assassinated in May 541 in retribution . At this point , the Rugians , remnants of Odoacer ' s army who had remained in Italy and sided with the Goths , proclaimed one of their own , Eraric , as the new king . The choice was curiously assented to by the Goths . Eraric however persuaded the Goths to start negotiations with Justinian , but secretly intended to hand over his realm to the Empire . The Goths perceived his inactivity for what it was , and turned to Ildibad ' s nephew , Totila ( or Baduila ) , and offered to make him king . Ironically , Totila had already opened negotiations with the Byzantines , but when he was contacted by the conspirators , he assented . Thus , in the early autumn of 541 , Eraric was murdered and Totila proclaimed king . Resurgence of the Goths under Totila , 541 – 551 . Early Gothic successes . Totila was favoured in his intention to restore the Gothic realm by three factors : the outbreak of the great plague that devastated and depopulated the Roman Empire in 542 , the beginning of a new Roman – Persian War , and the incompetence and disunity of the various Roman generals in Italy , which brought about his first success . After much urging by Justinian , the generals Constantian and Alexander combined their forces and advanced upon Verona . Through treachery they managed to capture a gate in the city walls , but then delayed so much by quarreling over the prospective booty that the Goths were able to recapture the gate , forcing the Byzantines to withdraw . Totila came up upon their camp near Faventia ( Faenza ) , and with 5 , 000 men destroyed the Roman army . Totila then marched down into Tuscany , where he besieged Florence . Three Roman generals , John , Bessas , and Cyprian marched to its relief , but in a battle at Mucellium , their forces , although numerically superior , were defeated and dispersed . Expedition in southern Italy and fall of Naples . Instead of remaining in central Italy , where his forces were outnumbered and even a single defeat might prove disastrous , Totila decided to march south , where Roman garrisons were few and weak . He bypassed Rome , and very soon , the provinces of southern Italy were forced to recognize his authority . This campaign amply illustrates the crucial points of Totila ' s strategy : rapid movements to take control of the countryside , leaving the Byzantines in control of isolated strongholds , mostly on the coast , which could be reduced later . When a fortified location fell , its walls were usually razed so that it would no longer be of any military value . Furthermore , Totila followed a conscious policy of treating his captives well , thus enticing them to surrender rather than resist to the end , and actively tried to win over the Italian population to his side . At the same time , his operations led to a serious disruption of the imperial fiscal system in Italy , since the taxes were now flowing into Totila ' s coffers , and the Roman soldiers ' pay suffered accordingly . This policy is best exemplified by Totila ' s behaviour during the Siege of Naples , where he allowed the city to surrender on terms and displayed , in the words of J . B . Bury , " considerable humanity " in his treatment of the defenders : he nursed the famished citizens back to strength and then the Byzantine garrison was allowed safe departure . Belisarius returns to Italy . Taking advantage of a five - year truce in the East , Belisarius was sent back to Italy with 200 ships in 544 , where he found that the situation had changed greatly . He failed to prevent the fall of Rome when it was besieged by Totila in 546 , although he soon reoccupied it in 547 . However , his second Italian campaign proved unsuccessful , thanks in no small part to his being starved of supplies and reinforcements by a jealous Justinian , if we adopt the view of Procopius . Rome was besieged a third time in 549 and captured by Totila , whose offers of peace were rejected by Justinian . Narses conquers Italy , 551 – 554 . A new Italian campaign was organized under Justinian ' s nephew Germanus Justinus . With the death of Germanus in 551 , Narses took on Totila , and at the Battle of Taginae ( 552 ) Narses defeated and killed Totila . The Goths holding Rome capitulated , and at the Battle of Mons Lactarius , in October 553 , Narses defeated Teias and the last remnants of the Gothic army in Italy . Though the Ostrogoths were essentially defeated and driven out of Italy for good , Narses soon had to face other barbarians who were invading the Byzantine - occupied borders of northern Italy and southern Gaul . In 554 , a massive army of about thirty thousand Franks and Alemanni invaded northern Italy and met the Byzantine army on the banks of the river Volturnus . The Roman legions under Narses formed up the central defenses , while several detachments of Heruli an mercenaries controlled the flanks . In the Battle of the Volturnus , the Franks and Alemanni were driven back , suffering heavy losses . Overall outcome . The pyrrhic victory of the Gothic War drained the Byzantine Empire of much - needed resources that might have been employed against more immediate threats in the East . In Italy , the war was devastating to the urbanized society that was supported by a settled hinterland . The great cities of Rome and her allies were abandoned as Italy fell into a long period of decline . The impoverishment of Italy and the drain on the Empire made it impossible for the Byzantines to hold Italy . Imperial gains were fleeting : only three years after the death of Justinian , the mainland Italian territories fell into the hands of a Germanic tribe , the Lombards , leaving the Exarchate of Ravenna , a band of territory that stretched across central Italy to the Tyrrhenian Sea and south to Naples , along with parts of southern Italy , as the only remaining Imperial holdings . Justinian also managed to carve out an Imperial domain in Southern Hispania , but that too would be conquered by Germanic tribes a few decades later . After the Gothic Wars the Empire would entertain no more serious ambitions in the West . Rome itself would remain under imperial control until the Exarchate of Ravenna was finally abolished by the Lombards in 751 . Some coastal areas of southern Italy would remain under East Roman influence , direct or indirect , until the late 11th century , while the interior would be ruled by Lombard dukes based at Benevento and later also at Salerno and Capua . In the 11th century both Lombard and Byzantine areas of southern Italy fell into Norman hands .