The Romans had begun their conquest of southern Gaul (later known as the Provincia) in 125 BCE.

Moving westward, they had founded in 118 BCE the colony of Narbo Martius (Narbonne), the Mediterranean city nearest to inland Tolosa, and thus have come into contact with the Tolosates, famous for their wealth and the key position of their capital for trade with the Atlantic.

Archaeological evidence dates human settlement in Toulouse to the eighth century BCE.

The location is very advantageous, at a place where the Garonne River bends westward toward the Atlantic Ocean and can be crossed easily.

It is a focal point for trade between the Pyrenees, the Mediterranean and the Atlantic Immediately north of these hills is a large plain suitable for agriculture.

People gather on the hills overlooking the river, south of the plain, nine kilometers south of today's downtown Toulouse.

The name of the city is Tolosa.

Researchers today agree that the name is probably Aquitanian, related to the old Basque language, but the meaning is unknown.

The name of the city has remained almost unchanged over centuries despite Celtic, Roman and Germanic invasions, which is rare for French cities.

The first inhabitants seem to have been Aquitanians, of whom little is known.

Later came Iberians from the south, who, like the Aquitanians, were non-Indo-European people.

In the third century BCE, there came a Celtic Gallic tribe called the Volcae Tectosages from Belgium or southern Germany, the first Indo-European people to appear in the region.

They settled in Tolosa and interbred with the local people.

Their Gaulish language became predominant.

Tolosa is attested by 200 BCE to be the capital of the Volcae Tectosages (based on coins found), which Julius Caesar will later call Tolosates in his famous account of the Gallic wars (De Bello Gallico, 1.10), singular Tolosas.

Archeologists say Tolosa was one of the most important cities in Gaul, and certainly it was famed in pre-Roman times for being the wealthiest one.

There are many gold and silver mines nearby, and the offerings to the holy shrines and temples in Tolosa have accumulated a tremendous wealth in the city.

Another consul, Quintus Servilius Caepio, marches to Gaul in 106 BCE and plunders the temples of Tolosa, finding a huge sum of money: over fifty thousand fifteen-pound bars of gold and ten thousand fifteen-pound bars of silver.

Strabo reports a story told in his time of this semi-legendary treasure, the aurum Tolosanum, supposed to have been the "cursed gold" looted during the sack of Delphi during the Gallic invasion of the Balkans in 279 BCE.

The riches of Tolosa are shipped back to Rome via Massilia, but only the silver arrives; the gold is stolen by a band of marauders, who are believed to have been hired by Caepio himself.

The Gold of Tolosa will never be found, and is said to have been passed all the way down to the last heir of the Servilii Caepiones, Marcus Junius Brutus, the famous assassin of Julius Caesar.

Tolosa chooses to ally with the daunting Romans, who in 106 establish a military fort in the plain north of the city, a key position near the border of independent Aquitania, but otherwise leave the inhabitants free to rule themselves in semi-independence.

The migrations of the Cimbri tribe through Gaul and adjacent territories has disturbed the balance of power and incited or provoked other tribes, such as the Helvetii, into conflict with the Romans.

An ambush of Roman troops and the temporary rebellion of the town of Tolosa has caused Roman troops to mobilize in the area, with three strong forces.

Rome and its new consul Gnaeus Mallius Maximus and the proconsul Quintus Servilius Caepio, in order to finally settle the matter of the invading Cimbri and Teutons, has gathered the largest force it has fielded since the Second Punic War, and possibly the largest force it has ever sent to battle.

The force consists of over 80,000 men, along with tens of thousands of support personnel and camp followers in two armies, one led by each consul.

Having regained Tolosa, Caepio adopts a defensive strategy, waiting to see if the Cimbri would move toward Roman territories again.

In October 105 BCE, they do.

Aëtius had refused Theodoric's offer of peace, but the king wins the decisive battle at before the walls of Tolosa.

Litorius, who dies in Gothic imprisonment from the injuries which he had received in the battle, is noted for being the last Roman commander in the ancient Roman military history to perform pagan rites and consult auspices before a battle.

Avitus becomes Praetorian prefect of Gaul in 439; in this same year, according to the orders of Aëtius, Avitus goes to Tolosa and offers a peace treaty, which Theodoric accepts, having suffered heavy losses in the battle.

Here, Avitus meets the son of Theodoric who will later become King Theodoric II.

Avitus inspires the young Theodoric to study Latin poets.

Romans perhaps recognize the sovereignty of the Visigoth state at this time.

The Visigoths obtain access to the Mediterranean Sea and the roads to the Pyrenees.