The Ostrogoths under Theoderic the Great defeat the forces of Odoacer for the second time.

The Ostrogoths were a Roman-era Germanic people. In the 5th century, they followed the Visigoths in creating one of the two great Gothic kingdoms within the Western Roman Empire, drawing upon the large Gothic populations who had settled in the Balkans in the 4th century. While the Visigoths had formed under the leadership of Alaric I, the new Ostrogothic political entity which came to rule Italy was formed in the Balkans under Theodoric the Great.

Theodoric the Great, also called Theodoric the Amal, was king of the Ostrogoths (475–526), and ruler of the independent Ostrogothic Kingdom of Italy between 493 and 526, regent of the Visigoths (511–526), and a patrician of the Eastern Roman Empire. As ruler of the combined Gothic realms, Theodoric controlled an empire stretching from the Atlantic Ocean to the Adriatic Sea. Though Theodoric himself only used the title 'king' (rex), some scholars characterize him as a Western Roman emperor in all but name, since he ruled a large part of the former Western Roman Empire described as a Res Publica, had received the former Western imperial regalia from Constantinople in 497 which he used, was referred to by the imperial title princeps by the Italian aristocracy and exercised imperial powers recognized in the East, such as naming consuls.

The Battle of Verona was fought on 30 September 489 between the Ostrogothic leader Theodoric the Great and the Germanic King of Italy Odoacer. Theodoric personally led his troops in battle, and achieved a decisive victory. Odoacer was subsequently forced to flee to Ravenna, and Theodoric was free to capture Pavia and Milan.

Odoacer, also spelled Odovacer or Odovacar, was a barbarian soldier and statesman from the Middle Danube who deposed the Western Roman child emperor Romulus Augustulus and became the ruler of Italy (476–493). Odoacer's overthrow of Romulus Augustulus is traditionally understood as marking the end of the Western Roman Empire.