In 549, Totila advanced again against Rome. He attempted to storm the improvised walls and overpower the small garrison of 3,000 men, but was beaten back. He then prepared to blockade the city and starve out the defenders, although the Byzantine commander Diogenes had previously prepared large food stores and had sown wheat fields within the city walls. However, Totila was able to suborn part of the garrison, who opened the Porta Ostiensis gate for him. Totila's men swept through the city, killing all but the women, who were spared on the orders of Totila, and looting what riches remained. Expecting the nobles and the remainder of the garrison to flee as soon as the walls were taken, Totila set traps along the roads to neighboring towns that were not yet under his control and many were killed while fleeing Rome. Many of the male inhabitants were killed in the city or while attempting to flee. The city was afterwards repopulated and rebuilt.