In this way Masinissa made war on the Carthaginians. In the meantime Scipio, having completed his preparations in Sicily, and sacrificed to Jupiter and Neptune, ³⁵⁴ set sail for Africa with fifty-two war-ships and 400 transports, with a great number of smaller craft following behind. His army consisted of 16,000 foot and 1600 horse. He carried also projectiles, arms, and engines of various kinds, and a plentiful supply of provisions. And thus Scipio accomplished his voyage. When the Carthaginians and Syphax learned of this they decided to pretend to make terms with Masinissa for the present, until they should over-come Scipio. Masinissa was not deceived by this scheme. In order to deceive them in turn he marched to Hasdrubal with his cavalry as though he were reconciled to him, fully advising Scipio beforehand. Hasdrubal, Syphax, and Masinissa encamped not far from each other near the city of Utica, to which Scipio had been driven by the winds, and he also was camped hard by. Not far from him was Hasdrubal with an army of 20,000 foot, 7000 horse, and 140 elephants. [sect. 14]

Now Syphax, either being moved by fear, or being faithless to all parties in turn, pretended that his country was harassed by the neighboring barbarians, and set out for home. Scipio sent out some detachments to feel the enemy, and at the same time several towns surrendered themselves to him. Then Masinissa came to Scipio's camp secretly by night, and, after mutual greeting, advised him to place not more than 5000 men in ambush on the following day, about thirty stades from Utica, near a tower built by Agathocles, the tyrant of Syracuse. At daybreak he persuaded Hasdrubal to send Hanno, his master of horse, to reconnoitre the enemy and throw himself into Utica, lest the inhabitants, taking advantage of the proximity of the enemy, should start a revolution. He promised to follow if ordered to do so. Hanno set out accordingly with 1000 picked Carthaginian horse and a lot of Africans. Masinissa followed with his Numidians. Thus they came to the tower and Hanno passed on with a small force to Utica. Hereupon a part of the men in ambush showed themselves, and Masinissa advised the officer who was left in command of the cavalry to attack them as being a small force. He followed at a short distance, as if to support the movement. Then the rest of the men in ambush showed themselves and surrounded the Africans; and the Romans and Masinissa together assailed them on all sides and slew all except 400, who were taken prisoners. After he had accomplished this, Masinissa, as though a friend, hastened after Hanno, who was returning, seized him and carried him to Scipio's camp, and exchanged him for his own mother, who was in Hasdrubal's hands. [sect. 15]

Scipio and Masinissa ravaged the country and released the Roman prisoners who were digging in the fields, who had been sent thither by Hannibal from Spain, from Sicily, and from Italy itself. They also besieged a large town called Locha, where they met great difficulties. As they were putting up the scaling ladders, the Lochaians asked a parley and offered to leave the city under a truce. Thereupon Scipio sounded a retreat; but the soldiers, angry at what they had suffered in the siege, refused to obey. They scaled the walls and slaughtered indiscriminately, not sparing women and children. Scipio dismissed the survivors in safety; he then deprived the army of its booty and compelled the officers who had disobeyed orders to cast lots publicly, and punished three of them, upon whom the lot had fallen, with death. Having done these things he began ravaging the country again. Hasdrubal sought to draw him into ambush by sending Mago, his master of horse, to attack him in front, while he fell upon his rear. Scipio and Masinissa being surrounded in this way divided their forces into two parts, turning in opposite directions against the enemy, by which means they slew 5000 of the Africans, took 1800 prisoners, and drove the remainder over a precipice. [sect. 16]

Soon afterward Scipio besieged Utica by land and sea. He built a tower on two galleys joined together, from which he hurled missiles three cubits long, and also great stones, at the enemy. He inflicted much damage and also suffered much, and the ships were badly shattered. On the landward side he built great mounds, and battered the wall with rams, and tore off with hooks what hides and other coverings were on it. The enemy, on the other hand, undermined the mounds, turned the hooks aside with slipknots, and deadened the force of the rams by interposing transverse wooden beams. They made sallies against the machines with fire whenever the wind was blowing toward them. Whereupon Scipio, despairing of the capture of the city by this means, established a close siege around it. [sect. 17]

Syphax, when he learned how things were going, came back with his army and encamped not far from Hasdrubal. Pretending still to be the friend of both parties, and thinking to protract the war until the new ships which were building for the Carthaginians were ready, and the Celtic and Ligurian mercenaries arrived, he proposed an arbitration. He thought that it would be fair for the Romans to discontinue the war in Africa and the Carthaginians in Italy, and that the Romans should retain Sicily, Sardinia, and whatever other islands they now held, and also Spain. He said that if either party should refuse these terms he would join forces with the other. While he was doing this he attempted to draw Masinissa to himself by promising to establish him firmly in the kingdom of the Massylians and to give him in marriage whichever of his three daughters he should choose. The person who delivered this message brought gold also, in order that, if he could not persuade Masinissa, he might bribe one of his servants to kill him. As he did not succeed, he paid the money to one of them to murder him. The servant took the money to Masinissa and exposed the giver. ³⁵⁵ [sect. 18]

Then Syphax, finding that he could not deceive any-body, ³⁵⁶ joined the Carthaginians openly. He captured, by means of treachery, an inland town named Tholon, where the Romans had a large store of war materials and food, and slew all of the garrison who would not depart on parole. He also called up another large renforcement of Numidians. And now, as the mercenaries had arrived and the ships were in readiness, they decided to fight, Syphax attacking those besieging Utica, and Hasdrubal the camp of Scipio, while the ships should bear down upon the ships; all these things to be done the next day and at the same time in order to overwhelm the Romans with numbers.