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Rh of her southern duchies, Bavaria and Swabia, were inclined to let slip the opportunity of conquering their wealthy and weak neighbour of Italy. These princes were all near kinsmen, for Henry of Bavaria was Otto's brother and Liudolf of Swabia was Otto's eldest son; but, while Henry and Liudolf who were bitter rivals were imitating the local ambitions of the dukes their predecessors, Otto probably had a greater model in his mind – he would revive the Empire as Arnulf had held it and be suzerain of western Christendom; that he would so win the hand of the beautiful queen he rescued would give an additional attraction to the enterprise. The two dukes, being near at hand, made hasty invasions for their own ends first of all, Henry with some success, Liudolf with failure. Then came Otto at the head of an imposing force, to which both dukes brought contingents. He crossed the Brenner Pass and reached Pavia at the end of September 951, without any resistance being offered him. The churchmen in fact were on his side, led by the versatile Archbishop Manasse, and Berengar II could only flee to one of his castles. But the adhesion of the bishops of the Lombard plain was not enough, and in his triumph Otto's difficulties began. Pope Agapetus, at Alberic's instigation, refused his request to be crowned Emperor, for the Roman prince had no mind to nullify his life's work by introducing a foreign Roman Emperor; and the king's marriage to the rescued Adelaide roused against him a domestic enemy. His son Liudolf, in thorough discontent at the influence of his stepmother and her ally Henry of Bavaria, departed for Germany to scheme revolt. Otto himself followed in February 952, having after all acquired only some half of the kingdom of which he assumed the title. He left his son-in-law Duke Conrad of Lorraine with troops to hold Pavia and continue the war. The king had scarcely gone, however, before Conrad and Berengar II came to terms, both perhaps being well aware how little trust could be placed in the Lombard magnates. Together they came to Otto at Magdeburg in April, but Otto's terms were not so lenient as Conrad imagined. Berengar was received with haughty discourtesy, and dismissed to attend a diet at Augsburg in August, whither he was accompanied by the chief Lombard prelates. There he and Adalbert became Otto's vassals for the Regnum Italicum from which they were compelled to cede the marches of Verona, Friuli and Istria to Duke Henry of Bavaria. Thus Otto, although withdrawing from Italy, kept its eastern gateway in German hands.

Berengar II returned to Italy burning with wrath against the bishops and nobles who had caused his disasters and the mutilation of his kingdom. He and his queen Willa earned an evil name for greed and cruelty, since they needed wealth to enrich the enfeebled kingship and were hungry for revenge. Among their lay foes Adalbert-Atto underwent a long vain siege in his castle of Canossa, but the chief sufferers were the churchmen. The series of grants to them, which had continued so persistently under former kings, almost ceases under Berengar. At Milan, Manasse's rival