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After Rome conquered all of Italy they set out to become a strong Mediterranean power. Their first target being the African state of Carthage.

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In 264 B.C war broke out between Rome and Carthage.

This war began when the Romans sent an army to Sicily which the Carthaginians considered to be a part of their empire. The Carthaginians later waged war on the "invading" Romans.

The Roman fleet later defeated the Carthage navy which ended the war for a Roman victory. Sicily was given to the Romans after the defeat of Carthage.

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After their defeat by the Romans Carthage vowed revenge. Carthage added lands in Spain to make up for their losses. Romans led an uprising in Spain causing the Carthage general Hannibal to strike back against the Romans.

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218 to 201 b.c Hannibal waged war on Rome. The Carthaginians attempted a surprise attack over the Alps which killed many of their war elephants. The Romans decided to face them head on which led to devastating defeat for the Romans.

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Rome after losing in their last battle needed a plan to defeat Carthage. Hannibal attacked their city they decided to instead of attacking head on to invade their City while they were defenseless. Hannibal and his army were forced back to his homeland where the Roman army crushed his forces leading to their victory.

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50 years later the Romans fought their third war against Carthage. 146 B.C. Carthage was left destroyed. The Roman soldiers burned down the city of Carthage. Leading the Romans to claim Carthage for themselves it was later renamed to be Africa.

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Romans also conquered the Hellenistic states in the Eastern Mediterranean. Macedonia became a Roman province in 148 B.C. 129 B.C Pergamum became Roman's first Asian province.