Hannibal had made Capua his winter quarter in 215 BCE, and had conducted his campaigns against Nola and Casilinum from there. The Romans had attempted to march on Capua several times since its defection but were thwarted by the return of Hannibal's army rushing to its defence. 212 BCE saw them investing the city for a siege, undeterred by the loss of some 16,000 men to Hannibal at the Battle of Herdonia. The siege continued into 211 BCE, while Hannibal was busy in the south of Italia, the Romans employing innovative use of light-armed troops (velites) to ward off forays by the Capuan cavalry.

Hannibal attempted to relieve Capua by breaking through the Roman siege-lines; and when this failed, he tried to break the siege by marching on Rome itself, hoping that the threat would force the Roman army to break off the siege and march back to Rome to defend it. Once the Roman army was in the open, he would then turn to engage it in a pitched battle and defeat them once again, freeing Capua from the threat. However, Hannibal found the defences of Rome too formidable for an assault and as he had only planned this movement as a feint, he lacked both the supplies and equipment for a siege. The Roman besiegers of Capua, knowing this, ignored his march on Rome and refused to break off their siege, though Livy reports that a select relief force did march from Capua to Rome. His feint having failed, Hannibal was forced to retreat south and Capua unrelieved fell to the Romans shortly afterwards.