At the end of the First Punic War in 241 BC, Carthage was besieged by its own army of mercenaries, whom they could no longer afford to pay due to the long war and large indemnity paid to the Romans. After three years of brutal fighting, Hamilcar Barca finally managed to end the rebellion. But some of the mercenaries had earlier sailed to the island of Sardinia, and from there they raided Phoenician shipping. Carthage therefore sent a force in 238 BC to put a stop to the pirates. When Rome learned of this, they sent their own larger army to Sardinia to stop what they consider to be an a breach of their peace treaty. The Carthaginians had not prepared for this. They were forced to retreat, give Sardinia to the Romans and pay them even more money.
Hamilcar, who had fought the Romans for many years, was enraged by the actions of the Romans. The Carthaginians council of elders was content to accept their losses and move on, but Hamilcar was not. Without much support from his own government, he decided in 236 to sail to Africa, and to use Carthage's last overseas territory as a base for his operations against the Romans. There, he would solidify Carthage's hold over the territory, as well as use its vast resources and manpower to attack Rome. While subduing the territory, Hamilcar drowned in 229 BC.
Hamilcar was succeeded by his sons, Hannibal and Hasdrubal. It was decided that Hannibal would lead half the army towards Rome, while Hasdrubal would remain in Spain with the other half. In 218 BC, Hannibal and his army, which consisted of nearly 100,000 men as well as several elephants, crossed the border of Spanish territory.
The Romans, however, had not been entirely inactive since the last Punic War. They had been busy fighting with the Gauls, they had conquered two provinces in southern Gaul, and had used the Alps to their advantage to create a strong defense against a northern invasion into Italy. Hannibal and his army now had to cross through these defenses. While heading south, the Carthaginians were attacked both by the forbidding terrain as well mountain tribes loyal to the Romans. Sixty percent of Hannibal's army did not survive the crossing, including all of his elephants.
After crossing the Alps, Hannibal was confronted by a superior Roman force of 60,000 men, which had been expecting his arrival. They met at the famous battle of Cannae in 216 BC. Although outnumbered, Hannibal through superior tactics managed to surround the Romans and virtually destroy the entire army. Only 15,000 Romans survived the battle.
The road lay open to Rome, but instead Hannibal marched past Rome and into southern Italy. He had lost much of his original army, and was reluctant to risk what was left in a direct assault upon Rome. Instead, he hoped to bolster his army with Italians, who he assumed would be anxious to overthrow their Romans rulers. He was wrong, however, and virtually none of the Italians revolted. So, the victorious Hannibal was a virtual prisoner in Roman Italy.
During this time that Hannibal's army roamed across Italy, the Romans typically did very little to oppose him. They were led by Fabius Cunctator, who had been previously chosen twice as dictator. He was given the cognomen of "Cunctator", or "The Delayer", because he chose only to harass Hannibal's army and not directly oppose it.
This policy did not apply to other arenas of battle, however. In 215 BC, the Sicilian city of Syracuse declared war against Rome. A Roman army under the leadership of Claudius Marcellus was dispatched to destroy them. When they arrived at the city, they were quickly repulsed by a fabulous array of defenses, engineered by the mathematical genius Archimedes. Only after three years of besieging the town were the Romans able to take the city in a night time assault.
Meanwhile, in Italy, Hannibal was still seeking desperately to augment his forces. He signed an alliance with Phillip of Macedon, but he was unable to help due to a Greek insurrection. Hasdrubal, Hannibal's brother, was his last hope for reinforcements. Hasdrubal began his journey into Italy. He evaded one army led by the soon to be famous Cornelius Scipio, but was defeated by another once in Italy.
Even though Hannibal had been contained, the Roman people were still very much afraid. In 205 BC, the priests consulted the Sibylline Books, which seemed to say to bring the "mother of the gods" to Rome. Therefore, the Romans sent ambassadors to Phrygia (in Asia Minor) to bring a stone sacred to Cybele (called 'Magna Mater' by the Romans) to Rome. The Romans, however, were shocked by the actions of this cult and quickly passed laws to regulate it.
Little did the Romans know it, but their salvation was soon to come. Scipio, at the young age of 25, did not concern himself with fighting Hannibal in Italy. He instead marched into Spain and quickly conquered it. He then set sail for Africa in 204 BC. With an army of 30,000, he arrived in Africa and successfully encouraged the natives to revolt against Carthage. The Carthaginians, who had not actually been involved in the fighting, were forced to sue for peace.
Learning of this, Hannibal was forced to sail back to Africa as best he could. When Hannibal arrived in Carthage, he gathered as large an army as he could and prepared to face Scipio. At the battle of Zama in 202 BC, Scipio defeated Hannibal, using tactics similar to those that the Carthaginian had previously used against the Romans.
In the imposed peace following the battle, Carthage lost its entire empire to the Romans. It also was forced to pay a great sum of money to the Romans, as well as surrender all of its remaining military forces. For all practical purposes, Carthage was now a tributary of the Roman empire.