Desiderius did not attack the Franks on their own territory. Undoubtedly aware that he lacked the power to march directly against the superior Frankish forces, he instead tried to split the Carolingian court, befriending Carloman and turning him against his brother. When Carloman died in 771, leaving Charlemagne the sole ruler over the Regnum Francorum, Desiderius renewed his pressure on the papacy. In Rome, a new pope, Adrian I, was not slow to call upon Charlemagne for aid.
The new king, however, was not eager to mount a campaign in Italy. There were other problems more crucial to Frankish welfare which required his immediate attention. First of all, his borders were ringed with pagan enemies eager to test the mettle of the new Frankish sovereign. To the south were the Arabs, always threatening incursions into Aquitaine. To the northeast, the various Saxon tribes looked eagerly at the rich land of the Franks, and in central Europe the Avars, a ferocious tribe from Asia, still yearned to expand their European empire. Finally, the Byzantine empire, while not posing immediate military danger, nevertheless required consideration by Charlemagne as an important power with significant holdings on the Italian peninsula.
Charlemagne recognized that dealing with the pagans effectively would require a large, well disciplined army and a self-sufficient government administration to cope with civil problems when he was away at war. Charlemagne’s father, Pepin, had begun the task of creating a skeleton civil service (Pepin’s administrators were all ecclesiastics, since churchmen were the only ones with any education), but much remained to be done. One of Charlemagne’s first reforms as king was to create a band of special officers, called counts of the palace, or Counts Palatine, to assist him in war and peace. In time, these counts assumed significant power of their own, and after the Carolingian period certain of their descendants even became rulers of independent kingdoms.