Ariulf, who in 592 succeeds Farolald I to become the second Duke of Spoleto, a duchy that controls key points along the Via Flaminia, the key communication between Ravenna and Rome.

Seeking to cut its alternative, the fortified Via Amerina, Ariulf captures several imperial cities.

He takes several strongholds in Latium and threatens Rome, where Pope Gregory, cut off from the Exarchate, is forced to make a separate peace with him, to the intense dissatisfaction of Romanus (exarch), Exarch of Ravenna, who considers himself the Imperial representative in Italy and the popes' superior.

Ariulf's successes are brief: …

…the Exarch's forces retake the Roman fortifications and the city of Perugia and clear the roads for the time being.

Ariulf next assists Arechis I of Benevento in besieging Naples, another important city of Imperial Italy.

Ariulf wins a great victory at Camerino, where, according to eighth-century historian Paul the Deacon, he claimed to have seen Saint Sabinus, the martyr-hero of Spoleto, aiding him and was thus led to convert to Catholic Christianity.