In ad43 the Roman emperor Claudius was in need of a success to bolster his rather shaky grip on power, then of only two years duration. When a British king named Verica arrived in Rome to ask for help in regaining the throne of the Atrebates, the tribe that ruled most of what is now Sussex, Claudius saw his chance.
After some preliminary diplomatic moves to ensure the neutrality of the Iceni and Coritani in the British midlands, Claudius ordered the invasion of Britain to proceed. Claudius gave command to the seasoned commander Aulus Plautius, then governor of Pannonia on the Danube. Plautius brought with him the IX Legion Hispania, to which were added the XIV Legion Gemina and the XX Legion Valeria, both from the German frontier. The expedition also included the II Augusta, commanded by the future emperor Vespasian. This gave Plautius around 20,000 legionnaries for his invasion. He also had a number of auxiliary units, though precise details of these have not survived. In all there were probably around 35,000 combat troops, plus a number of support and administrative personnel in the Roman invasion force.
To face the invasion, the Britons had a mixed and divided force. The Cantium tribe, who inhabited Kent, had long standing links to Roman Gaul, but little wish to be ruled by Rome. North of the Thames was a powerful confederation of tribes led by King Caratacus of the Catuvellauni. It had been Caratacus who had ousted Verica and his removal from power was the pretext for the Roman invasion.
Exactly how many men King Caratacus could muster for war it is impossible to say for certain. The Catuvellauni themselves could probably field around 70,000 men, the Cantiaci around 20,000 and the Trinovantes of what is now Essex some 40,000. Undoubtedly other tribal allies could field some thousands of men, and just as certainly it would be impossible to gather all the men together at the same place and time. Cassio Dio, who wrote an account of the campaign, tells us the Romans were outnumbered. What is certain is that the vast majority of the Britons fought on foot. The famous chariots were manned by aristocrats who used them to travel at speed around the battlefield, but who usually dismounted to fight.
from BATTLEFIELD WALKS OF KENT by Rupert Matthews
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