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Belisarius was now master of Rome, but he knew that his hold on it was precarious. Witiges had settled matters with the Franks by paying them 130,000 gold solidi and ceding his Transalpine dominions in Provence. After marrying Mataswintha, the sister of the late king Athalaric, and the last scion of the house of the Amals, he resolved to return and deliver Rome. All north Italy had sent him its Gothic warriors, and 100,000 men marched under his banner to besiege Rome in the spring of 537.

The defence of Rome is the greatest of all the titles to glory that Belisarius won. The walls of Aurelian were strong, but there were only 5000 men to defend their vast circuit, and within was an unruly mass of cowardly citizens, liable to all sorts of panic fears—mouths to be fed without hands to strike, for hardly a Roman took arms to aid the imperial troops. In the middle of March the Goths appeared before the walls, and pitched seven camps opposite the northern and eastern gates of the city. They then cut all the aqueducts which supplied Rome with water, and commenced the construction of siege-engines for a great assault. With the want of thoroughness that he always displayed, king Witiges made no adequate preparation for blockading the southern side of the city, or for stopping its communications with Ostia and Naples. All through the siege convoys of provisions and reinforcements were frequently able to creep into Rome by night, eluding the outposts which were all that Witiges placed on the side of the Tiber and the Campagna.