In 1388 the Venetian Republic had allied herself with the Visconti family of Milan in order to dispossess Venice's long-time nemesis, the Carrara family from control of Padua--its base--and the adjacent cities and territories of Treviso, Vicenza and Verona. Venice regained control of Treviso and Milan acquired Padua, Vicenza and Verona. For Venice the alliance with Milan had been an expedient way to dispose of the Carraras and regain Treviso, but Milan and the Viscontis would always be perilous neighbors.

Therefore, in 1390 Venice did not hesitate to assist an army organized by the Carraras, in conjunction with Florence and Bologna, in its successful effort to expel the Milanese forces from Padua. Back in power, the Carraras soon proved themselves to be as intractable as ever.

With Milan in disarray following the sudden death of its dynamic leader, Gian Galeazzo Visconti, the Carraras returned to their former threatening ways and launched an attack by Padua against its neighboring city of Vicenza, still under Milanese control. Milan cunningly offered to transfer both Vicenza and neighboring Verona to Venice if Venice would act to halt the westward advance of the Carraras' Paduan forces.

Venice, now an implacable enemy of the Carraras, seized the opportunity. The Venetian army captured Padua in November 1404 following a brief siege. Francesco Carrara and his son Jacopo were captured and soon executed. In a stroke the Venetians had eliminated the Carraras and extended their mainland territory to include Padua, Vicenza and Verona. Venice was now a major power on the Italian mainland.