assemble their forces for an attack on Chalon-sur-Saône. This army probably consisted mostly of local levies, since no Gascon (Basque) presence is mentioned. The Gascons (or Basques, Latin Vascones), whose presence the continuator of the Chronicle of Fredegar is otherwise scrupulous to record, were recruited from Gascony and served a professional core of Waiofar's army. In the ensuing campaign, Burgundy was ravaged, but Pepin pushed the invaders back and took the fortresses of Bourbon, Chantelle and Clermont in the Auvergne, forcing Count Blandinus to surrender. The garrison at Bourbon is described by the continuator of Fredegar as the "men of Waiofar" (homines Waiofarii). At the end of this campaign, Pepin obtained permanent control of many fortresses in the Auvergne by treaty. In 762, Pepin invaded Berry and Poitou. He captured Bourges, forcing the surrender of Count Chunibert, after a lengthy siege in which breastworks were erected around the city and ramparts constructed for putting siege weapons up to the walls. Thouars fell the same year, and the count of Poitiers made submission to Pepin. The Annales Laurissenses maiores record that many Gascons in the following of the counts of Bourges and Poitiers were captured and brought back to Neustria. In 762, Waiofar's cousin Count Mantio, with a Gascon levy, lay an ambush for a Carolingian force, either as it was entering or leaving Narbonne. His men dismounted and lay in wait, but in the subsequent battle they were routed. Mantio and his retinue were all killed and the Gascons fled on foot, with the Carolingians taking their horses as booty. 763–766 In 763, Waiofar offered to submit to Pepin if he would receive Bourges and other Aquitainian cities in exchange for "whatever tribute and gifts (tributa uel munera) Frankish kings had been accustomed to receive from the province of Aquitaine". Nothing came of it. In 763, Pepin raided deep into Aquitaine as far as the Limousin and Quercy. In 764, Pepin held a Mayfield, the Frankish annual assembly, in the city of Worms. Waiofar and Duke Tassilo III of Bavaria attended. According to the continuator of Fredegar, Waiofar opposed Pepin "with a great army and many Vascones [Gascons] from across the Garonne, who in antiquity were called Vaceti [Basques]" in 765. The "great army" and the "large levy" of Gascons may be distinct forces brought together for this campaign. In 764, Count Chilping of the Auvergne led such a dual