 While military efforts were directed to the East , the situation in Italy took a turn for the worse . Under their respective kings Ildibad and Eraric ( both murdered in 541 ) and especially Totila , the Ostrogoths made quick gains . After a victory at Faenza in 542 , they reconquered the major cities of Southern Italy and soon held almost the entire peninsula . Belisarius was sent back to Italy late in 544 , but lacked sufficient troops . Making no headway , he was relieved of his command in 548 . Belisarius succeeded in defeating a Gothic fleet with 200 ships . During this period the city of Rome changed hands three more times , first taken and depopulated by the Ostrogoths in December 546 , then reconquered by the Byzantines in 547 , and then again by the Goths in January 550 . Totila also plundered Sicily and attacked the Greek coastlines . 
