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Gallic auxiliaries had got drunk, and were lying helpless in their quarters. The Roman cavalry was soon seen coming up in pursuit, followed at no great distance by the legions, which marched in readiness for an instant engagement. It was hopeless for Hasdrubal to think of continuing his retreat before them. The prospect of immediate battle might recall the disordered part of his troops to a sense of duty, and revive the instinct of discipline. He therefore ordered his men to prepare for action instantly, and made the best arrangement of them that the nature of the ground would permit.

Heeren has well described the general appearance of a Carthaginian army. He says, "It was an assemblage of the most opposite races of the human species from the farthest parts of the globe. Hordes of half-naked Gauls were ranged next to companies of white-clothed Iberians, and savage Ligurians next to the far-traveled Nasamones and Lotophagi. Carthaginians and Phoenici-Africans formed the centre, while innumerable troops of Numidian horsemen, taken from all the tribes of the Desert, swarmed about on unsaddled horses, and formed the wings; the van was composed of Balearic slingers; and a line of colossal elephants, with their Ethiopian guides, formed, as it were, a chain of moving fortresses before the whole army." Such were the usual materials and arrangements of the hosts that fought for Carthage; but the troops under Hasdrubal were not in all respects thus constituted or thus stationed. He seems to have been especially deficient in cavalry, and he had few African troops, though some Carthaginians of high rank were with him. His veteran Spanish infantry, armed with helmets and shields, and short cut-and-thrust swords, were the best part of his army. These, and his few Africans, he drew up on his right wing, under his own personal command. In the centre he placed his Ligurian infantry, and on the left wing he placed or retained the Gauls, who were armed with long javelins and with huge broad-swords and targets. The rugged nature of the ground in front and on the flank of this part of his line made him hope that the Roman right wing would be unable to come to close quarters with these unserviceable barbarians before he could make some impression with his Spanish veterans on the Roman left. This was the only chance that he had of victory or safety, and he seems to have done every thing that good generalship could do