At the end of the 4th century, Ausonius enumerated Aquileia as the ninth among the great cities of the world, placing Rome, Constantinople, Carthage, Antioch, Alexandria, Trier, Mediolanum, and Capua before it. However, such prominence made it a target and Alaric and the Visigoths besieged it in 401, during which time some of its residents fled to the nearby lagoons. Alaric again attacked it in 408. Attila attacked the city in 452. During this invasion, on July 18, Attila and his Huns so utterly destroyed the city that it was afterwards hard to recognize its original site. The fall of Aquileia was the first of Attila's incursions into Roman territory; followed by cities like Mediolanum and Ticinum. The Roman inhabitants, together with those of smaller towns in the neighbourhood, fled "en masse" to the lagoons, and so laid the foundations of the cities of Venice and nearby Grado.