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The count, before he made any other attempt, hastened to the relief of Verona; and to counteract his design, Niccolo led his forces to Soave, a castle situated between the Vincentino and the Veronese, and entrenched himself by a ditch that extended from Soave to the marshes of the Adige. The count, finding his passage by the plain cut off, resolved to proceed by the mountains, and thus reach Verona, thinking Niccolo would imagine this way to be so rugged and elevated as to be impracticable, or if he thought otherwise, he would not be in time to prevent him; so, with provisions for eight days, he took the mountain path, and with his forces, arrived in the plain, below Soave. Niccolo had, even upon this route, erected some bastions for the purpose of preventing him, but they were insufficient for the purpose; and finding the enemy had, contrary to his expectations, effected a passage, to avoid a disadvantageous engagement he crossed to the opposite side of the Adige, and the count entered Verona without opposition.

Having happily succeeded in his first project, that of relieving Verona, the count now endeavored to render a similar service to Brescia. This city is situated so close to the Lake of Garda, that although besieged by land, provisions may always be sent into it by water. On this account the duke had assembled a large force in the immediate vicinity of the lake, and at the commencement of his victories occupied all the places which by its means might relieve Brescia. The Venetians also had galleys upon the lake, but they were unequal to a contest with those of the duke. The count therefore deemed it advisable to aid the Venetian fleet with his land forces, by which means he hoped to obtain without much difficulty those places which kept Brescia in blockade. He therefore encamped before Bardolino, a fortress situated upon the lake, trusting that after it was taken the others would surrender. But fortune opposed this design, for a great part of his troops fell sick; so, giving up the enterprise, he went to Zevio, a Veronese castle, in a healthy and plentiful situation. Niccolo, upon the count's retreat, not to let slip an opportunity of making himself master of the lake, left his camp at Vegasio, and with a body of picked men took the way thither, attacked the Venetian fleet with the utmost impetuosity, and took nearly the whole of it. By this victory almost all the fortresses upon the lake fell into his hands.

The Venetians, alarmed at this loss, and fearing that in consequence of it Brescia would surrender, solicited the count, by letters and messengers, to go to its relief; and he, perceiving that all hope of rendering assistance from the lake was cut off, and that to attempt an approach by land, on account of the ditches, bastions, and other defenses erected by Niccolo, was marching to certain destruction, determined that as the passage by the mountains had enabled him to relieve Verona, it should also contribute to the preservation of Brescia. Having taken this resolution, the count left Zevio, and by way of the Val d'Acri went to the Lake of St. Andrea, and thence to Torboli and Peneda, upon the Lake of Garda. He then proceeded to Tenna, and besieged the fortress, which it was necessary to occupy before he could reach Brescia.

Niccolo, on being acquainted with the count's design, led his army to Peschiera. He then, with the marquis of Mantua and a chosen body of men, went to meet him, and coming to an engagement, was routed, his people dispersed, and many of them taken, while others fled to the fleet, and some to the main body of his army. It was now nightfall, and Niccolo had escaped to Tenna, but he knew that if he were to remain there till morning, he must inevitably fall into the enemy's hands; therefore, to avoid a catastrophe which might be regarded as almost fatal, he resolved to make a dangerous experiment. Of all his attendants he had only with him a single servant, a Dutchman, of great personal strength, and who had always been devotedly attached to him. Niccolo induced this man to take him upon his shoulders in a sack, as if he had been carrying property of his master's, and to bear him to a place of security. The enemy's lines surrounded Tenna, but on account of the previous day's victory, all was in disorder, and no guard was kept, so that the Dutchman, disguised as a trooper, passed through them without any opposition, and brought his master in safety to his own troops.

Had this victory been as carefully improved as it was fortunately obtained, Brescia would have derived from it greater relief and the Venetians more permanent advantage; but they, having thoughtlessly let it slip, the rejoicings were soon over, and Brescia remained in her former difficulties. Niccolo, having returned to his forces, resolved by some extraordinary exertion to cancel the impression of his death, and deprive the Venetians of the change of relieving Brescia. He was acquainted with the topography of the citadel of Verona, and had learned from prisoners whom he had taken, that it was badly guarded, and might be very easily recovered. He perceived at once that fortune presented him with an opportunity of regaining the laurels he had lately lost, and of changing the joy of the enemy for their recent victory into sorrow for a succeeding disaster. The city of Verona is situated in Lombardy, at the foot of the mountains which divide Italy from Germany, so that it occupies part both of hill and plain. The river Adige rises in the valley of Trento, and entering Italy, does not immediately traverse the country, but winding to the left, along the base of the hills, enters Verona, and crosses the city, which it divides unequally, giving much the larger portion to the plain. On the mountain side of the river are two fortresses, formidable rather from their situation than from their actual strength, for being very elevated they command the whole place. One is called San Piero, the other San Felice. On the opposite side of the Adige, upon the plain, with their backs against the city walls, are two other fortresses, about a mile distant from each other, one called the Old the other the New Citadel, and a wall extends between them that may be compared to a bowstring, of which the city wall is the arc. The space comprehended within this segment is very populous, and is called the Borgo of St. Zeno. Niccolo Piccinino designed to capture these fortresses and the Borgo, and he hoped to succeed without much difficulty, as well on account of the ordinary negligence of the guard, which their recent successes would probably increase, as because in war no enterprise is more likely to be successful than one which by the enemy is deemed impossible. With a body of picked men, and accompanied by the marquis of Mantua, he proceeded by night to Verona, silently scaled the walls, and took the New Citadel: then entering the place with his troops, he forced the gate of S. Antonio, and introduced the whole of his cavalry. The Venetian garrison of the Old Citadel hearing an uproar, when the guards of the New were slaughtered, and again when the gate was forced, being now aware of the presence of enemies, raised an alarm, and called the people to arms. The citizens awaking in the utmost confusion, some of the boldest armed and hastened to the rector's piazza. In the meantime, Niccolo's forces had pillaged the Borgo of San Zeno; and proceeding onward were ascertained by the people to be the duke's forces, but being defenseless they advised the Venetian rectors to take refuge in the fortresses, and thus save themselves and the place; as it was more advisable to preserve their lives and so rich a city for better fortune, than by endeavoring to repel the present evil, encounter certain death, and incur universal pillage. Upon this the rectors and all the Venetian party, fled to the fortress of San Felice. Some of the first citizens, anxious to avoid being plundered by the troops, presented themselves before Niccolo and the marquis of Mantua, and begged they would rather take possession of a rich city, with honor to themselves, than of a poor one to their own disgrace; particularly as they had not induced either the favor of its former possessors, or the animosity of its present masters, by self-defense. The marquis and Niccolo encouraged them, and protected their property to the utmost of their power during such a state of military license. As they felt sure the count would endeavor to recover the city, they made every possible exertion to gain possession of the fortresses, and those they could not seize they cut off from the rest of the place by ditches and barricades, so that the enemy might be shut out.