The Cimbri lived on a bay near Heligoland and near the Elbe.

The Cimbri disappeared after a flood some 2000 years ago. There is debate as to whether they were a Celtic or Germanic people. More than 100 years before the birth of Christ, many of the Cimbri, as well as the Teutones, migrated south and west to the Danube valley, where they encountered the expanding Roman Empire. Another group of Cimbri may have migrated from Jutland along the Baltic Sea further east to what later become Prussia.

In 113 BC, the Cimbri and Teutones invaded the lands of one of Rome's allies, the Taurisci , where they defeated a Roman army sent to defend the Taurisci. Continuing their migration southward and westward, some of the Cimbri passed through Gaul and into Spain, while others moved towards Italy. On their way, they picked up other allies among the resident Germanic and Celtic peoples. They came into frequent conflict with the Romans, who usually came out the losers. They defeated a Roman army under the consul Marcus Junius Silanus in 109 BC, an other Roman army under the consul Gaius Cassius Longinus, who was killed, at Burdigala (modern day Bordeaux). One of the greatest defeats the Romans ever suffered was at the hands of the Cimbri and their allies on October 6, 103 BC, when the proconsul Caepio and the consul Gn. Mallius Maximus lost as many as 80,000 men at the Battle of Arausio, not including the lost auxiliary cavalry and the non combattants which would have made a total loss of about 112,000 men.

By 102 BC, those Cimbri who had been in Spain had returned to join with their former comrades in a movement towards Italy. The consul Marius led the campaigns against the Cimbri, whom his troops eventually destroyed at Vercellae.