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Quintus Fabius and Publius Decius were succeeded in the consulship by Lucius Postumius Megellus and Marcus Atilius Regulus. The province of Samnium was decreed to both in conjunction; because intelligence had been received that the enemy had embodied three armies; with one that Etruria was to be recovered; with another the ravages in Campania were to be repeated; and the third was intended for the defence of their frontiers. Sickness detained Postumius at Rome, but Atilius set out immediately, with design to surprise the enemy in Samnium, before they should have advanced beyond their own borders; for such had been the directions of the senate. The Romans met the enemy, as if by mutual appointment, at a spot where, while they could be hindered, not only from ravaging, but even from entering the Samnite territory, they could likewise hinder the Samnites from continuing their progress into the countries which were quiet, and the lands of the allies of the Roman people. While their camps lay opposite to each other, the Samnites attempted an enterprise, which the Romans, so often their conquerors, would scarcely have ventured to undertake; such is the rashness inspired by extreme despair: this was to make an assault on the Roman camp. And although this attempt, so daring, succeeded not in its full extent, yet it was not without effect. There was a fog, which continued through a great part of the day, so thick as to exclude the light of the sun, and to prevent not only the view of any thing beyond the rampart, but scarcely the sight of each other, when they should meet. Depending on this, as a covering to the design, when the sun was scarcely yet risen, and the light which he did afford was obscured by the fog, the Samnites came up to an advanced guard of the Romans at one of the gates, who were standing carelessly on their post. In the sudden surprise, these had neither courage nor strength to make resistance: an assault was then made, through the Decuman gate, in the rear of the camp: the quaestor's quarters in consequence were taken, and the quaestor, Lucius Opimius Pansa, was there slain; on this a general alarm was given to take up arms.
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The consul, being roused by the tumult, ordered two cohorts of the allies, a Lucanian and Suessanian, which happened to be nearest, to defend the head-quarters, and led the companies of the legions down the principal street. These ran into the ranks, scarcely taking time to furnish themselves with arms; and, as they distinguished the enemy by their shout rather than by sight, could form no judgment how great their number might be: thus, ignorant of the circumstances of their situation, they at first drew back, and admitted the enemy into the heart of the camp. Then when the consul cried out, asking them, whether they intended to let themselves be beaten out beyond the rampart, and then to return again to storm their own camp, they raised the shout, and uniting their efforts, stood their ground; then made advances, pushed closely on the enemy, and having forced them to give way, drove them back, without suffering their first terror to abate. They soon beat them out beyond the gate and the rampart, but not daring to pursue them, because the darkness of the weather made them apprehend an ambush, and content with having cleared the camp, they retired within the rampart, having killed about three hundred of the enemy. Of the Romans, including the first advanced guard and the watchmen, and those who were surprised at the quaestor's quarters, two hundred and thirty perished. This not unsuccessful piece of boldness raised the spirits of the Samnites so high, that they not only did not suffer the Romans to march forward into their country, but even to procure forage from their lands; and the foragers were obliged to go back into the quiet country of Sora. News of these events being conveyed to Rome, with circumstances of alarm magnified beyond the truth, obliged Lucius Postumius, the consul, though scarcely recovered from his illness, to set out for the army. However, before his departure, having issued a proclamation that his troops should assemble at Sora, he dedicated the temple of Victory, for the building of which he had provided, when curule aedile, out of the money arising from fines; and, joining the army, he advanced from Sora towards Samnium, to the camp of his colleague. The Samnites, despairing of being able to make head against the two armies, retreated from thence, on which the consuls, separating, proceeded by different routes to lay waste the enemy's lands and besiege their towns.
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Postumius attempted to make himself master of Milionia, at first by storm and an assault; but these not succeeding, he carried his approaches to the walls, and thus gained an entrance into the place. The fight was continued in all parts of the city from the fourth hour until near the eighth, the result being a long time uncertain: the Romans at last gained possession of the town. Three thousand two hundred of the Samnites were killed, four thousand seven hundred taken, besides the other booty. From thence the legions were conducted to Ferentinum, out of which the inhabitants had, during the night, retired in silence through the opposite gate, with all their effects which could be either carried or driven. The consul, on his arrival, approached the walls with the same order and circumspection, as if he were to meet an opposition here equal to what he had experienced at Milionia. Then, perceiving a dead silence in the city, and neither arms nor men on the towers and ramparts, he restrains the soldiers, who were eager to mount the deserted fortifications, lest they might fall into a snare. He ordered two divisions of the confederate Latin horse to ride round the walls, and explore every particular. These horsemen observed one gate, and, at a little distance, another on the same side, standing wide open, and on the roads leading from these every mark of the enemy having fled by night. They then rode up leisurely to the gates, from whence, with perfect safety, they took a clear view through straight streets quite across the city. They report to the consul, that the city was abandoned by the enemy, as was plain from the solitude, the recent tracks on their retreat, and the things which, in the confusion of the night, they had left scattered up and down. On hearing this, the consul led round the army to that side of the city which had been examined, and making the troops halt at a little distance from the gate, gave orders that five horsemen should ride into the city; and when they should have advanced a good way into it, then, if they saw all things safe, three should remain there, and the other two return to him with intelligence. These returned and said, that they had proceeded to a part of the town from which they had a view on every side, and that nothing but silence and solitude reigned through the whole extent of it. The consul immediately led some light-armed cohorts into the city; ordering the rest to fortify a camp in the mean time. The soldiers who entered the town, breaking open the doors, found only a few persons, disabled by age or sickness; and such effects left behind as could not, without difficulty, be removed. These were seized as plunder: and it was discovered from the prisoners, that several cities in that quarter had, in pursuance of a concerted plan, resolved on flight; that their towns-people had gone off at the first watch,