For hundreds of years Venice remained an island city-state without any territory on the Italian mainland that adjoined her lagoon. The vast and powerful empire that she had assembled all lay to the east: coastal cities and fortresses throughout the eastern Mediterranean and along the southern coast of the Black Sea and eastern coast of the Adriatic. Though a new empire on the Italian mainland itself was perhaps inevitable, events there began to unfold in a climate of danger and defense rather than imperialistic fervor.

In the early years of the 1300s the Della Scala family, rulers of Verona, a city-state lying about fifty miles west of the Venetian lagoon, had begun an aggressive expansion of their territory. Vicenza, Feltre, Belluno all fell before their forces. They captured Padua--just 25 miles from Venice--in September 1328 and in July of the following year seized Treviso, whose territory reached the shores of the Venetian lagoon itself. To the west and south the Veronese captured Brescia, Parma and Lucca. The rising tide of the Della Scala empire threatened the survival of Venice as an independent state.

Nonetheless, Venice was reluctant to undertake a military campaign on the mainland. Finally, seeing no alternative, Venice launched a preemptive attack into Paduan territory in October 1336. Her initial success soon brought Milan, Mantua, Este and Florence into a military alliance with her. By August of 1337 Padua had been captured, and a peace treaty with the Della Scalas was signed in the following January.

The treaty ceded Padua, Treviso and their territories to Venice. Cautious about how much territory she could effectively control, and obligated to reward the Carrara family of Padua for its assistance in the successful military campaign, the Venetians placed Padua and the western portion of the Trevisan territory under Carrara rule, subject to the nominal sovereignty of Venice.

At last Venice was a mainland empire as well as a maritime power. However, more fighting lay ahead to retain the new territory, because the Carraras of Padua were treacherous allies who soon tested Venice's ability and resolve to remain on the mainland.