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could make themselves masters of Italy. Their resources were great, but for more than a decade they had been witnesses of the successful resistance offered by Totila with his small army to the anxious efforts of the Emperor; and hence they were itching to find a plausible pretext for invading the country in force. Theodebald was a feeble youth, evidently tottering to the grave, and two nobles of his court, the brothers Leuthar and Butilin, professed to rule both the King and the nation. As soon, therefore, as it became patent that the power of the Goths in Italy was irretrievably shattered, they affected to be moved by the prayers of a few refugees of that people, who had dwelt in the Transpadane region, and had not been directly concerned in the compact with Narses. Hence they quickly levied an army of over seventy thousand men, and suddenly appeared in North Italy under the semblance of being zealous allies of the Goths, but in reality because they believed the country to be without a master. The Roman general had not yet received the submission of Cumae, whilst some thousands of Gothic soldiers had fortified themselves at Compsae under a bellicose Hunnish leader, named Ragnaris; but on hearing of the Frankish invasion he abandoned his operations against them, and marched into Tuscany. Here he stayed to accept the capitulation of a number of towns, but sent on the greater part of his forces to block the way of the invaders on the southern bank of the Po. Some slight successes were obtained, but the eunuch was really incapable of opposing the Frankish host, and he soon retired to the shelter of Ravenna for the winter (553). Italy was now virtually lost again to the Empire had the barbarians who invaded it been capable of organizing a government or founding an administration. But to indulge themselves in rapine was the only