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Book IV

This webpage reproduces a Book of
The Histories


published in Vol. III
of the Loeb Classical Library edition,

The text is in the public domain.

This text has not yet been proofread.
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Book VI

(Vol. III) Polybius
The Histories

 p3  Book V

1 1 The year of office of the younger Aratus came to an end at the rising of the Pleiades,​1 such being then the Achaean reckoning of time. 2 On his retirement he was succeeded by Eperatus, Dorimachus being still the strategus of the Aetolians. 3 Contemporaneously in the early summer, Hannibal, having now openly embarked on the war against Rome, had started from New Carthage, and having crossed the Ebro was beginning to march on Italy in pursuit of his plan; 4 the Romans at the same time sent Tiberius Sempronius Longus to Africa with an army and Publius Cornelius Scipio to Spain, 5 and Antiochus and Ptolemy, having abandoned the attempt to settle by diplomatic means their dispute about Coele-Syria, went to war with each other.

6 King Philip, being in want of cornº and money for his army, summoned the Achaeans through their magistrates to a General Assembly. 7 When this met at Aegium according to the law of the League, noticing that Aratus was little disposed to help him  p5 owing to the intrigues of Apelles against him at the late election, and that Eperatus was by nature no man of action and was held in contempt by all, 8 he became convinced by these facts of the error that Apelles and Leontius had committed, and decided to take the part of Aratus. 9 He therefore persuaded the magistrates to transfer the Assembly to Sicyon and there meeting the elder and younger Aratus in private and laying all the blame for what had happened on Apelles, he begged them not to desert their original policy. 10 Upon their readily consenting, he entered the assembly and with the support of these statesmen managed to obtain all he wanted for his purpose. 11 For the Achaeans passed a vote to pay him at once fifty talents for his first campaign, to provide three months' pay for his troops and ten thousand medimni of corn, 12 and for the future as long as he remained in the Peloponnese fighting in alliance with them he was to receive seventeen talents per month from the League.

2 1 After passing this decree the Achaeans dispersed to their several cities. When the troops had mustered from their winter quarters, the king at a council of his friends decided to prosecute the war by sea. 2 This, he was convinced, was the only way by which he could himself fall suddenly on his enemies from every side, while at the same time his adversaries would be deprived of the power of rendering assistance to each other, 3 separated as they were geographically and each in alarm for their own safety owing to the rapidity and secrecy with which the enemy could descend on them by sea. For it was against the Aetolians, Lacedaemonians,  p7 and Eleans that he was fighting. 4 Having resolved on this he collected at the Lechaeum the Achaean ships and his own, and by constant practice trained the soldiers of the phalanx to row. The Macedonians obeyed his orders in this respect with the utmost alacrity, 5 for they are not only most intrepid in regular battles on land, but very ready to undertake temporary service at sea, and also industrious in digging trenches, 6 just as Hesiod represents the sons of Achaeus to be "joying in war as if it were a feast."

7 The king, then, and the bulk of the Macedonian army remained in Corinth occupied with this training and preparation. 8 But Apelles, being unable either to keep Philip under his influence or to endure the diminishment of his power that resulted from the king's disregard, formed a conspiracy with Leontius and Megaleas by which these two were to remain with Philip and in the actual hour of need damage the king's service by deliberate neglect, while he himself would withdraw to Chalcis and take care that the supplies required for Philip's project should not reach him from any quarter. 9 Having come to this mischievous understanding with these two colleagues, he left for Chalcis, alleging some plausible pretext to the king, 10 and remaining there so effectually kept his sworn word, all yielding him obedience owing to his former credit at court, that  p9 at length the king was in such want of money that he was compelled to pawn some of the plate in use at his table and subsist on the proceeds.

11 When the ships were collected, the Macedonians being now well instructed in rowing, the king, after issuing rations of corn to his troops and paying them, put to sea, and on the second day arrived at Patrae with six thousand Macedonians and twelve hundred mercenaries. 3 1 At about the same time Dorimachus, the Aetolian strategus, dispatched to the Eleans Agelaus and Scopas with five hundred Neo-Cretans. The Eleans, afraid of Philip's attempting to besiege Cyllene, were collecting mercenaries, preparing their civic force and carefully strengthening Cyllene. 2 Philip, aware of this, collected a force consisting of the Achaeans' mercenaries, a few of his own Cretans, some Gaulish horse and about two thousand picked infantry from Achaea, and left it in Dyme to act both as a reserve and as a protection against the danger from Elis. 3 He himself, after first writing to the Messenians, Epirots, and Acarnanians and to Scerdilaïdas to man their ships and meet him at Cephallenia, put out from Patrae, as he had agreed, and reached Pronni on the coast of Cephallenia. 4 Observing that this small town was difficult to take by siege, and that the position was a confined one, he sailed past it with his fleet and anchored off Palus, 5 where, finding the country full  p11 of corn and capable of providing subsistence for an army, he disembarked his forces and encamped before the town. Beaching his ships close together and surrounding them with a trench and palisade he sent out the Macedonians to gather in the corn. 6 He himself made the circuit of the city to see how the wall could be attacked by siege-works and machines. 7 He intended to wait here for his allies and at the same time to take the town, in order in the first place to deprive the Aetolians of their most indispensable aid — for they used the Cephallenian ships to cross to the Peloponnese and to plunder the coasts of Epirus and Acarnania — and next to provide for himself and his allies a base favourably situated from which to descend on the enemy's territory. 9 For Cephallenia lies off the Gulf of Corinth, stretching out to the Sicilian Sea, and over­looks the north-western part of the Peloponnese, especially Elis and the south-western districts of Epirus, Aetolia, and Acarnania. 4 1 Since, therefore, it was a convenient rendezvous for the allies and a favourable site for attacking enemy and defending friendly territory, he was very anxious to get the island into his hands. 2 Observing that all the other parts of the city were surrounded either by the sea or by cliffs, and that the only little piece of level ground was on the side facing Zacynthus, he decided to throw up works and open the siege here. 3 While  p13 the king was thus occupied, fifteen boats arrived from Scerdilaïdas, who had been prevented from sending the major part of his fleet owing to plots and disturbances among the city despots throughout Illyria, 4 and there came also the contingents ordered from Epirus, Acarnania, and Messene; 5 for now that Phigaleia had been taken, the Messenians had no longer any hesitation in taking part in the war. 6 All being now ready for the siege, the king placed his balistae and catapults at the proper spots for holding back the garrison, and after addressing the Macedonians brought his machines up to the walls and began to open mines under their cover. 7 The Macedonians worked with such goodwill that about two hundred feet of the wall was soon undermined, and the king now approached the wall and invited the garrison to come to terms. 8 On their refusal he set fire to the props and brought down all that part of the wall which had been underpinned, upon which he first of all sent forward the peltasts under Leontius, drawing them up in cohorts and ordering them to force their way through the breach. 10 But Leontius, faithful to his agreement with Apelles, three times in succession deterred the soldiers after they had actually passed the breach from completing the conquest of the city, 11 and having previously corrupted some of the principal officers and himself making a deliberate exhibition of cowardice on each occasion, 12 he was finally driven out of the city with considerable loss, although he might easily have overcome the enemy. 13 The king, when he saw that the  p15 commanding officers were playing the coward and a great number of the soldiers were wounded, abandoned the siege and consulted his friends about the next step to be taken.

5 1 About the same time Lycurgus had marched out to invade Messenia, and Dorimachus with half the Aetolian forces had attacked Thessaly, both under the belief that they would draw away Philip from the siege of Palus. 2 Embassies reached the king on the matter from the Acarnanians and Messenians; those from Acarnania pressing him to invade Aetolia and thus force Dorimachus to abandon his attack on Macedonia, at the same time overrunning and plundering unhindered the whole of Aetolia, 3 while the Messenians implored him to come and help them, pointing out to him that now that the Etesian winds had set in, he could easily cross from Cephallenia to Messenia in a single day. 4 In consequence, as Gorgus the Messenian urged, his attack on Lycurgus would be unexpected and sure of success. 5 Leontius, still in pursuit of his plan, vigorously supported Gorgus, seeing that thus the summer would be entirely wasted by Philip. 6 For it was an easy enough thing to sail to Messene, but to sail back again during the period of the Etesian winds was impossible. 7 The evident result would be that Philip would be shut up in Messenia with his army and have to spend the rest of the summer in idleness, while the Aetolians would overrun and plunder unmolested both Thessaly and  p17 Epirus. 8 Such were Leontius' pernicious motives in tendering this advice. But Aratus, who was present, spoke in support of the opposite view, 9 advising Philip to set sail to Aetolia and give his whole attention to operations there; for as the Aetolians had left with Dorimachus on his expedition, it was an excellent opportunity for invading and pillaging Aetolia. 10 The king had already entertained suspicions of Leontius owing to his deliberate cowardice at the siege, and perceiving now his treachery from the advice he gave to sail south, decided to yield to the opinion of Aratus. 11 He therefore wrote to Eperatus the strategus of the Achaeans to give assistance to the Messenians with Achaean forces, and himself sailing from Cephallenia reached Leucas in the night after a two days' voyage. 12 Having cleared the canal called Dioryctus he brought his ships through it and sailed up the Ambracian Gulf. 13 This gulf, as I previously stated, runs up from the Sicilian sea for a long distance into the interior. 14 Having passed up it he anchored a little before daylight at the place called Limnaea, where ordering his men to take their breakfast and then to get rid of the greater part of their encumbrances and lighten themselves for the march, 15 he himself collected the local guides and made inquiries about the district and neighbouring cities. 6 1 Aristophantus the Acarnanian strategus  p19 now arrived in full force; for the Acarnanians had suffered so much from the Aetolians in former times that they were passionately desirous of being revenged on them and doing them all possible injury; 2 and therefore, availing themselves now gladly of the arrival of the Macedonians, they came in arms and not only those who were legally obliged to serve, but even some of the elder men. 3 The spirit of the Epirots was no less eager and for the same reason, but owing to the size of their country and the suddenness of Philip's arrival they were not able to gather their forces in time. 4 As I said, Dorimachus had taken with him half of the total Aetolian levy and left the other half behind, thinking this force adequate for the protection of the towns and the country from a surprise attack. 5 The king, leaving a sufficient guard for his baggage, began to march from Limnaea in the evening and having advanced about sixty stades encamped. 6 Having supped and given his troops a little rest he again set out and marching all through the night reached the river Achelous at a spot between Conope and Stratus just as day was breaking, his object being to fall suddenly and unexpectedly on the district of Thermus.

7 1 Leontius saw that there were two circumstances which would lead to Philip's attainment of his purpose and render the Aetolians incapable of facing the situation, first the rapidity and unexpectedness of the Macedonian advance 2 and secondly the fact that the Aetolians, never dreaming that Philip would so readily venture to throw himself into the country  p21 round Thermus owing to its great natural strength, would be caught off their guard and absolutely unprepared for such an occurrence. 3 In view of this, then, and still pursuing his purpose, he recommended Philip to encamp near the Achelous and give his troops a longer rest after their night march, his object being to give the Aetolians a brief time at least to organize their resistance. 4 Aratus, however, seeing that the time for the enterprise was now or never and that Leontius was evidently hampering it, implored Philip not to let the opportunity slip by delaying his advance. 5 The king, displeased as he already was with Leontius, took this advice and continued his march. 6 Crossing the Achelous he advanced briskly on Thermus plundering and devastating the country as he went, 7 leaving as he proceeded Stratus, Agrinium, and Thestia on his left and Conope, Lysimachia, Trichonium, and Phytaeum on his right. 8 Reaching a town called Metapa, situated on Lake Trichonis and close to the neighbouring pass, at a distance of about six miles from Thermus, 9 he occupied this place, which the Aetolians had abandoned, with a force of five hundred men serving to cover his entrance into the pass and secure his retreat: 10 for all this bank of the lake is steep, rugged and wooded to the water's edge, so that the path along it is quite narrow and very difficult. 11 After this, putting his mercenaries  p23 at the head of the column, the Illyrians behind them, and last of all the peltasts and heavy-armed soldiers, he advanced through the pass, with the Cretans guarding his rear and the Thracians and light-armed troops advancing parallel to him through the country on his right flank, his left flank being protected by the lake for a distance of about thirty stades. 8 1 Having got through this pass he reached a village called Pamphia, which he likewise garrisoned, and then continued his advance on Thermus by a path not only exceedingly steep and rugged, but having high precipices on each side, 2 so that in some places the passage was very narrow and dangerous, the total ascent being about thirty stades. 3 Having accomplished this also in a very short time, as the Macedonians marched at a great pace, he reached Thermus late in the evening, 4 and encamping there, sent out his men to sack the surrounding villages and at the same time to loot the houses in Thermus itself, which were not only full of cornº and other provisions, but more richly furnished than any in Aetolia. 5 For as it is here that they hold every year a very splendid fair and festival, as well as the election of their magistrates, they all kept the most precious of their goods stored up in this place to be used for the proper reception of their guests and for the various needs of the festive season. 6 Apart too from the need for their use, they thought it was far the safest place in which to store them, as no enemy had ever dared to invade this  p25 district, and it was indeed, so to speak, the natural citadel of all Aetolia. 7 Consequently, as it had enjoyed peace from time immemorial, the houses in the neighbourhood of the temple and all the places in the environs were full of every kind of valuables. 8 For that night the army bivouacked on the spot laden with booty of every description, and next day they selected the richest and most portable portion of the household goods and making a heap of the rest in front of their tents set fire to it. 9 Similarly as regards the suits of armour dedicated in the porticoes they took down and carried off the most precious, exchanged some for their own and collecting the rest made a bonfire of them. These were more than fifteen thousand in number.

9 1 Up to now all that had been done was right and fair according to the laws of war, but what shall I say of that which followed? 2 For mindful of what the Aetolians had done at Dium and Dodona they burnt the colonnades and destroyed the rest of the rich and artistic votive offerings, some of which were most elaborate and expensive works. 3 And not only did they damage the roofs of these buildings by the fire, but razed them to the ground. They also threw down the statues numbering not less than two thousand and destroyed many of them, sparing however, such as represented gods or bore inscribed dedications to gods. 4 On the walls they scribbled the often quoted verse due to Samus, son of Chrysogonus  p27 and a foster-brother of the king, whose talent was beginning already at this date to reveal itself:

5 Seest thou how far the bolt divine​2 hath sped?

6 and the king and his intimates indeed had a perverse conviction that they were acting rightly and properly in thus retaliating upon the Aetolians for their sacrilegious treatment of Dium. 7 I am quite of the opposite opinion, and we have the material at hand for judging if I am right or not, by taking examples not from elsewhere but from the previous history of this royal house.

8 When Antigonus after defeating Cleomenes king of the Lacedaemonians in a pitched battle became master of Sparta 9 and had absolute authority to treat the city and citizens as he chose, so far from injuring those who were at his mercy, he restored to them on the contrary their national constitution and their liberty, and did not return to Macedonia before he had conferred the greatest public and private benefits on the Lacedaemonians. 10 Not only therefore was he regarded as their benefactor at the time but after his death he was venerated as their preserver, and it was not in Sparta alone but throughout Greece that he received undying honour and glory in acknowledgement of this conduct. 10 1 Again Philip, who first raised their kingdom to the rank of a great power and the royal house to a position of splendour, did not, when he conquered the Athenians in the battle of Chaeronea, obtain so much success by his arms as by the leniency and humanity of his character. 2 For by war and arms he only defeated and subjugated those who met him in the field, but  p29 by his gentleness and moderation he brought all the Athenians and their city under his domination, 3 not letting passion push him on to further achievement, but pursuing the war and striving for victory only until he found a fair occasion for exhibiting his clemency and goodness. 4 So he dismissed the prisoners without ransom, paid the last honours to the Athenian dead, entrusting their bones to Antipater to convey to their homes, gave clothes to most of those who were released, and thus at a small expense achieved by this sagacious policy a result of the greatest importance. 5 For having daunted the haughty spirit of the Athenians by his magnanimity, he gained their hearty co-operation in all his schemes instead of their hostility. 6 And take Alexander. Though so indignant with the Thebans that he razed the city to the ground, yet he was so far from neglecting the reverence due to the gods when he captured the city, that he took the most anxious care that not even any unintentional offence should be committed against the temples and holy places in general. 8 Even when he crossed to Asia to chastise the Persians for the outrages they had perpetrated against the Greeks, he strove to exact the punishment from men that their deeds deserved, but refrained from injuring anything consecrated to the gods, although it was in this respect that the Persians had offended most while in Greece.

9 With these examples constantly present to his mind Philip should now have shown himself to be the true heir and successor of those princes, not inheriting so much their kingdom as their high principles and  p31 magnanimity. 10 But, instead of this, though all through his life he was at great pains to prove that he was allied in blood to Alexander and Philip, he was not in the least anxious to show himself their emulator. 11 Therefore since his practices were the reverse of theirs, as he advanced in years his general reputation came to be also the reverse. 11 1 His conduct on the present occasion is an instance of the difference. For in allowing his passion to make him the rival of the Aetolians in their impiety, he thought he was doing nothing wrong. 2 He was constantly reproaching Scopas and Dorimachus with brutality and lawless violence, alleging their outrages on religion at Dodona and Dium, but never reflected that he himself by behaving in precisely the same manner would earn the same reputation among the very people he was addressing. 3 For it is one thing to seize on and destroy the enemy's forts, harbours, cities, men, ships, crops and other things of a like nature, by depriving him of which we weaken him, while strengthening our own resources and furthering our plans: all these indeed are measures forced on us by the usages and laws of war. 4 But to do wanton damage to temples, statues and all such works with absolutely no prospect of any resulting advantage in the war to our own cause or detriment to that of the enemy must be characterized as the work of a frenzied mind at the height of its fury. 5 For good men should not make war on wrong-doers with the object of destroying and exterminating them, but with that of correcting and reforming their errors, nor should they involve the guiltless in the fate of the guilty, but rather extend to those whom they  p33 think guilty the mercy and deliverance they offer to the innocent. 6 It is indeed the part of a tyrant to do evil that he may make himself the master of men by fear against their will, hated himself and hating his subjects, but it is that of a king to do good to all and thus rule and preside over a willing people, earning their love by his beneficence and humanity.

7 We can but realize the gravity of Philip's error by picturing to ourselves, what opinion of him the Aetolians would have held if he had done just the reverse, and had neither destroyed the colonnades and statues nor damaged any of the votive offerings. 8 For my own part I think it would have been the best and kindest opinion, since they were conscious of their crimes at Dium and Dodona and would have been well aware that Philip was now at liberty to do exactly what he wished, and even if he acted most ruthlessly would be held to have done right as far at least as concerned themselves, 9 but that owing to his gentle and magnanimous spirit he had chosen to avoid acting in any respect as they had done. 12 1 It is evident from this, that they would naturally have condemned themselves, and approved and admired Philip, as having acted nobly and like a king in thus respecting religion and curbing his just anger against themselves. 2 And surely to conquer one's enemies by generosity and equity is of far higher service than any victory in the field; 3 for to arms the vanquished yield from necessity, to virtue from conviction; in the one case the correction of error is made with much sacrifice, in the other the erring are guided to better ways without suffering hurt. 4 And, what is of greatest moment, in the one case the achievement is chiefly  p35 the work of subordinates, in the other the victory is solely due to the commander.

5 Possibly indeed we should not attach the whole blame to Philip for what happened, taking his extreme youth into consideration, but rather attribute it to the friends who associated and co-operated with him, among whom were Aratus and Demetrius of Pharos. 6 To pronounce which of the two was likely to give such advice is not difficult even for one who was not actually present. 7 For apart from the general tenour of their lives, in which we never find Aratus to have been guilty of impulsiveness or want of judgement, while the contrary is true of Demetrius, we have an undisputed example of their divergent principles in the counsel they once both offered to Philip under similar circumstances. 8 When the proper time comes I shall make due mention of this.3

13 1 We left Philip at Thermus. Taking all the booty which it was possible to drive or carry off he started from Thermus, returning by the same road as that by which he had come, and placing the booty and heavy-armed troops in front, and the Acarnanians and mercenaries in the rear. 2 He was in great haste to get through the difficult pass, as he expected that the Aetolians, relying on the strength of the positions near it, would fall on his rear, as they actually did at once. 3 They had gathered to defend their country to the number of about three thousand, and as long as Philip was on the heights did not approach him, but remained in certain hidden strongholds under the command of Alexander of Trichonium. As soon, however, as the rearguard had moved out of Thermus they entered the town  p37 at once and attacked the last ranks. 4 When the rearguard had thus been thrown into some confusion, the Aetolians fell on it with more determination and did some execution, being emboldened by the nature of the ground. 5 But Philip, having foreseen this, had concealed under a hill on the descent the Illyrians and a picked force of peltasts, 6 and when they sprang up from their ambush and charged those of the enemy who had advanced farthest in the pursuit of the rearguard, the whole Aetolian force fled in complete rout across country with the loss of one hundred and thirty killed and about as many prisoners. 7 After this success the rearguard, setting fire to Pamphium, soon got through the pass in safety and joined the Macedonians, Philip having encamped at Metapa to wait for them there. 8 Next day, after razing Metapa to the ground, he continued his march and encamped near a town called Acrae, 9 and on the following day advanced laying the country waste, encamping that night at Conope, where he remained all the next day. 10 On the following day he broke up his camp and marched along the Achelous upon Stratus, on reaching which he crossed the river and halted his army out of range, challenging the defenders to attack him. 14 1 For he had learnt that a force of three thousand Aetolian foot, four hundred horse, and five hundred Cretans was collected in Stratus. 2 When no one came out against him he again set his van in motion and began to march for Limnaea and his fleet. 3 When the rearguard had passed the town, a few  p39 Aetolian horsemen to begin with sallied out to harass the hindmost men, 4 and when all the Cretans from the town and some of the Aetolians came out to join their cavalry, the engagement became more general and the rearguard was forced to face about and engage the enemy. 5 At first the fortunes of the battle were even, but when the Illyrians came to the help of Philip's mercenaries, the Aetolian cavalry and mercenaries gave way and scattered in flight. 6 The king's troops pursued the greater part of them up to the gates and walls, cutting down about a hundred. 7 After this affair, the garrison of the city took no further action and the rearguard safely reached the main army and the ships.

8 Philip, having pitched his camp early in the day, sacrificed a thank-offering to the gods for the success of his late enterprise and invited all his commanding officers to a banquet. 9 It was indeed generally acknowledged that he had run great risk in entering such a dangerous country, and one that no one before him had ever ventured to invade with an army. 10 And now he had not only invaded it, but had made his retreat in safety after completely accomplishing his purpose. So that he was in high spirits and was now preparing to entertain his officers. 11 But Megaleas and Leontius on the contrary were much annoyed at the king's success, for they had pledged themselves to Apelles to hamper Philip's plans and had not been able to do so, 12 the tide of  p41 events having set against them. Still they came to the banquet.

15 1 From the very first their behaviour aroused the suspicions of the king and his guests, as they did not show the same joy as the rest at the recent events, 2 but as the feast progressed and the drinking finally became excessive, they were obliged to join in the carousal and soon exhibited themselves in their true colours. 3 For when the banquet had broken up, under the incitement of drink and passion they went about looking for Aratus 4 and meeting him as he was on his way home, first of all abused him and then began to pelt him with stones. 5 A number of people came up to help on both sides, and there was a great noise and commotion in the camp, until the king hearing the cries sent men to find out what was the matter and separate the disturbers. 6 Aratus on their arrival, after telling them the facts and appealing to the testimony of those present, retired to his tent, 7 and Leontius also slipped away in some mysterious manner. The king, when he understood what had happened, sent for Megaleas and Crinon and reprimanded them severely. 8 Yet not only did they express no regret but aggravated their offence, saying that they would not desist from their purposes until they had paid out Aratus. 9 The king was highly indignant at their language, and at once inflicted a fine of twenty talents on them and ordered them to be imprisoned until they paid it. 16 1 Next morning he summoned Aratus and bade him have no fear, as he would see that the matter was settled to his satisfaction. 2 Leontius, hearing of what had happened to Megaleas, came to the royal tent  p43 accompanied by some peltasts, feeling confident that he would intimidate the king, who was but a boy, and soon make him change his mind. 3 Coming into his presence he asked who had dared to lay hands on Megaleas and who had taken him to prison. 4 But when the king confidently replied that he himself had given the order, Leontius was dismayed and with a muttered protest departed in a huff. 5 The king now put to sea with his whole fleet and passing down the gulf, as soon as he came to anchor at Leucas ordered those who were charged with the disposal of the booty to dispatch this business, while he himself called a counsel of his friends and tried the case of Megaleas and Crinon. 6 Aratus, who acted as accuser, recounted the malpractices of Leontius and his party from beginning to end, giving an account of the massacre they had perpetrated at Argos after the departure of Antigonus, their understanding with Apelles and their obstruction at the siege of Palus, 7 supporting all his statements by proofs and bringing forward witnesses; upon which Megaleas and Crinon, having not a word to say in defence, were unanimously found guilty by the king's friends. Crinon remained in prison, but Leontius became surety for Megaleas' fine.

9 Such was the issue so far of the plot between Apelles and Leontius, which had progressed in a manner quite contrary to their expectation; for they had thought by intimidating Aratus and isolating Philip to do whatever they considered to be to their advantage, and the result was just the opposite.

17 1 Lycurgus at about the same time returned  p45 from his expedition to Messenia without having accomplished anything worthy of mention; and starting again from Sparta shortly afterwards, occupied the town of Tegea 2 and undertook the siege of the citadel, into which the inhabitants had retired. But being utterly unable to effect anything he returned again to Sparta.

3 The Eleans also overran the territory of Dyme and easily defeated the cavalry who came to oppose them by decoying them into an ambush, 4 killing not a few of the Gauls and taking Polymedes of Aegium and Agesipolis and Diocles of Dyme prisoners.​a

5 Dorimachus had originally made his raid with the Aetolians, fully persuaded, as I said above, that he could overrun Thessaly undisturbed and would force Philip to raise the siege of Palus, 6 but finding Chrysogonus and Petraeus in Thessaly ready to give him battle, he did not venture to descend into the plain, but kept to the slopes of the hills. 7 On hearing of the Macedonian invasion of Aetolia he quitted Thessaly and hastened to defend his country, but found that the Macedonians had already left Aetolia, and so failed and was too late at all points.

8 The king put out from Leucas, and after pillaging the territory of Oeanthe as he coasted along, reached Corinth with his whole fleet. 9 Anchoring his ships in the Lechaeum he disembarked his troops, and sent couriers to all the allied cities in the Peloponnese to inform them of the day on which they  p47 must present themselves in arms at Tegea before bed-time. 18 1 After taking this step, having spent no time at all in Corinth, he ordered the Macedonians to break up their camp, and marching through Argos reached Tegea on the second day. 2 Picking up there the Achaeans who had assembled, he advanced through the hilly country with the object of invading Laconia by surprise. 3 Taking a circuitous route through an uninhabited district he seized on the fourth day the hills opposite Sparta and passing the city with the Menelaïum on his right made straight for Amyclae. 4 The Lacedaemonians seeing from the city the army as it marched past were thunderstruck and in great fear, as they were completely surprised by what was happening. 5 For they were still in a state of excitement over the news that had arrived about the doings of Philip in Aetolia and his destruction of Thermus, and there was some talk among them of sending Lycurgus to help the Aetolians, 6 but no one ever imagined that the danger would descend on their heads so swiftly from such a long distance, the king's extreme youth still tending to inspire contempt for him. Consequently, as things fell out quite contrary to their expectations, they were naturally much dismayed; 7 for Philip had shown a daring and energy beyond his years in his enterprises, and reduced all his enemies to a state of bewilderment and helplessness. 8 For putting to sea from the centre of Aetolia, as I above narrated, and traversing the Ambracian Gulf in one night, he had reached Leucas, 9 where he spent two days, and setting sail on the morning of the third day he came  p49 to anchor next day in Lechaeum after pillaging the coast of Aetolia on his voyage. 10 After thus marching without a break he gained upon the seventh day the hills near the Menelaïum that look down on Sparta. So that most of Spartans though they saw what had happened, could not believe their eyes.

11 The Lacedaemonians, then, were in a state of the utmost terror at this unexpected invasion and quite at a loss how to meet it. 19 1 Philip on the first day pitched his camp at Amyclae. 2 The district of Amyclae is one of the most richly timbered and fertile in Laconia, lies about twenty stades from Sparta,º and contains a temple of Apollo which is about the most famous of all the Laconian holy places. 3 It lies between Sparta and the sea. 4 Next day Philip, continuing to pillage the country on his way, marched down to what is called Pyrrhus' camp. After spending the next two days in overrunning and plundering the immediate neighbourhood he encamped at Carnium, 5 and starting thence advanced on Asine, which he assaulted, but making no progress, took his departure and subsequently continued to lay waste all the country bordering on the Cretan Sea as far as Taenarum. 6 Changing the direction of his march he next made for the arsenal of the Lacedaemonians, which is called Gythium and has a secure harbour, being about two hundred and thirty stades distant from Sparta. 7 Leaving this place on his right he encamped in the district of Helos, which taken as a whole is the most extensive and finest in Laconia. 8 Sending out his foragers  p51 from here he set fire to every part of it, destroying the crops, and carried his devastation even as far as Acriae, Leucae, and Boeae.

20 1 The Messenians, on receipt of Philip's dispatch demanding troops, were no less eager to comply than the other allies, and at once started on the expedition sending their finest troops, a thousand foot and two hundred horse. 2 Owing, however, to the distance they missed Philip at Tegea and at first were at a loss what to do, but anxious as they were not to seem intentionally remiss owing to the suspicions they had incurred on previous occasions, they marched hastily through the territory of Argos to Laconia with the object of joining Philip. 4 On arriving at a village called Glympeis, which lies on the borders of Argolis and Laconia, they encamped near it with an unmilitary lack of precaution; 5 for they neither protected their camp with a trench and palisade, nor did they look round for a favourable spot, but relying in the simplicity of their hearts on the goodwill of the inhabitants pitched their camp just under the wall. 6 Lycurgus, when the arrival of the Messenians was announced to him, set out with his mercenaries and a few Lacedaemonians, and reaching the place just as day was breaking, made a bold attack on the camp. 7 The Messenians, who had acted foolishly in every way and especially in advancing from Tegea with such an inadequate force and without any expert advice, yet now when they were attacked  p53 and in actual danger took the best means open to them to ensure their safety. 8 For as soon as they saw the enemy coming up, they abandoned everything and hastily took refuge within the walls of the village. 9 So that Lycurgus captured most of their horses and their baggage, but did not make a single prisoner and only killed eight cavalry soldiers.

10 The Messenians, then, having met with this reverse returned home by way of Argos. 11 But Lycurgus was highly elated at his success; and on arriving at Sparta began to make preparations and hold councils of his friends, with the view of not allowing Philip to retire from the country without giving battle. 12 The king, leaving the territory of Helos, now advanced laying the country waste, and on the fourth day about midday again descended on Amyclae with his whole army. 21 1 Lycurgus, after giving his orders for the approaching engagement to his officers and friends, himself sallied from the city and occupied the ground round the Menelaïum, his total force consisting of not less than two thousand men; 2 but those who remained in the city he had ordered to be on the look out and when the signal was hoisted, to lead out their forces at several points with all speed, and draw them up facing the Eurotas, where the stream is at the shortest distance from the city. 3 Such was the position of Lycurgus and the Lacedaemonians.

4 But lest owing to ignorance of the localities my narrative tend to become vague and meaningless, I must describe their natural features and relative  p55 positions, 5 as indeed I attempt to do throughout my whole work, by bringing any places with which my readers are unacquainted into connexion and relation with those familiar to them from personal knowledge or reading. 6 For seeing that in the majority of land and sea battles in a war defeat is due to difference of position, and since we all wish to know not so much what happened as how it happened, we must by no means neglect to illustrate by local descriptions events of any sort, and least of all those of a war, nor must we hesitate to adopt as landmarks harbours, seas, and islands, or again temples, mountains, and local names of districts, and finally differences of climate, as these latter are most universally recognized by mankind. 9 For this, as I said on a former occasion, is the only way of making readers acquainted with places of which they are ignorant. 10 The following, then, are the features of the country in question. 22 1 The general shape of Sparta is a circle; it lies in a country level on the whole but here and there with certain irregularities and hills. 2 The river that runs past it on the east is called the Eurotas, and is usually too deep to be forded. 3 The hills on which the Menelaïum stands are on the far side of the river to the south-east of the town, and are rocky, difficult to ascend, and of considerable height. 4 They absolutely command the level space between the city and the river, which runs close along their foot, its distance from the city being not more than  p57 a stade and a half. 5 It was along there that Philip was forced to pass in his retreat with the town on the left hand and the Lacedaemonians drawn up outside it ready for him, and with the river on his right and across it Lycurgus' force posted on the hills. 6 The Lacedaemonians had contrived still further to strengthen their position by damming the river higher up and making it overflow all the ground between the town and the hills, over which, when thus soaked, it was impossible even for the infantry to pass, not to speak of the cavalry. 7 Thus the only passage left for the army was close along the foot of the hills, which would expose them on the march to the enemy in a long narrow column, no part of which if attacked could expect support from the rest.

8 Philip, taking this into consideration and having consulted his friends, decided that the most immediate necessity was to drive Lycurgus away from the neighbourhood of the Menelaïum. 9 Taking therefore his mercenaries, peltasts, and Illyrians, he crossed the river and made for hills. 10 Lycurgus, seeing what Philip had in view, got the men he had with him ready and addressed them in view of the approaching battle, and at the same time signalled to those in the town, 11 upon which the officers in command there at once led out the troops, as had been arranged, and drew them up in front of the wall, placing the cavalry on the right wing. 23 1 Philip, on approaching Lycurgus, first sent the mercenaries along against him, 2 so that at the beginning the Lacedaemonians fought with more  p59 success, favoured as they were in no small degree by the ground and their heavier armour. 3 But as soon as Philip had sent the peltasts to take part in the fight acting as a supporting force, and getting round the enemy with his Illyrians charged them on the flank, 4 his mercenaries encouraged by this support fought with much greater spirit, while Lycurgus' force dreading the charge of heavier troops gave way and ran. 5 About a hundred were killed and rather more taken prisoners, the remainder escaping to the town: Lycurgus himself passing along the hills made his escape with a few others into the city. 6 Philip, leaving the Illyrians in occupation of the hills, returned to his army with his light infantry and peltasts. 7 Meanwhile Aratus had left Amyclae with the phalanx and was now close to Sparta. 8 The king crossing the river remained with his light troops, peltasts, and cavalry to cover the heavy armed troops until they had traversed the narrow passage under the hills. 9 When the Spartans from the city attempted an attack on the cavalry which was performing this service, the action became general, 10 and the peltasts displaying great gallantry, Philip gained here too a distinct advantage, and after pursuing the Spartan horse up to the gates, recrossed the Eurotas in safety and placed himself in the rear of his phalanx.

24 1 The day was now far advanced, and Philip  p61 being obliged to encamp on the spot availed himself of a site just at the end of the narrow passage, 2 his officers having by chance chosen as a camping ground the most advantageous spot it would be possible to find for anyone wishing to invade Laconia by passing close by the city of Sparta. 3 For there is at the entrance of the narrow passage I described above, as one approaches Lacedaemon coming from Tegea or from any part of the interior, a certain site distant at the most two stades from the town and lying close to the river. 4 On the side which looks to the town and the river it is entirely surrounded by a lofty and quite inaccessible cliff, but the ground at the top of the precipice is flat, covered with soil, and well supplied with water, and also very favourably situated for the entry or exit of an army, so that anyone encamping on it and holding the hill above it would seem to have chosen for his camp a somewhat insecure position owing to the vicinity of the city, but is really encamped in the best possible position, as he commands the entrance and passage of the narrows. 6 Philip, then, having encamped here in safety, sent on his baggage on the following day and marshalled his troops on the level ground in full view of those in the city. 7 He waited for a short time and then wheeling round began to march towards Tegea. 8 On reaching the site of the battle between Antigonus and Cleomenes, he encamped there, 9 and next day after inspecting the field and sacrificing to  p63 the gods on each of the hills Olympus and Evas, he resumed his march, taking care to strengthen his rearguard. 10 Reaching Tegea he there held a sale of all his booty, and afterwards marching through Argolis arrived with his army at Corinth. 11 Here embassies from both Rhodes and Chios awaited him with proposals for bringing the war to an end. He received them both, and dissembling his real intentions told them that he was and always had been quite ready to come to terms with the Aetolians, and sent them off to address the Aetolians in the same sense, 12 and he then went down to Lechaeum and prepared to take ship, as he had some very important business in Phocis.

25 1 In the meanwhile Leontius, Megaleas, and Ptolemaeus, still entertaining the hope of intimidating Philip and thus retrieving their former errors, disseminated among the peltasts and the body of troops which the Macedonians call the Agema suggestions to the effect that they were in risk of losing all their privileges, 2 that they were most unfairly treated and did not get in full their customary largesses. 3 By this means they excited the lads to collect in a body, and attempt to plunder the tents of the king's most prominent friends, and even to pull down the doors and break through the roof of the royal apartments. 4 The whole city was thrown thereby into a state of disturbance and tumult, and Philip, on hearing of it, came running up in hot haste from Lechaeum to Corinth, 5 where he called a meeting of the Macedonians in the theatre and addressed them there, exhorting them all to resume discipline and rebuking them severely for their  p65 conduct. 6 Upon this there was a mighty hubbub and much confusion of counsel, some advising that the offenders should be arrested and called to account, while others were in favour of coming to terms and granting a general amnesty, upon which the king, pretending for the time that he was convinced, addressed some words of exhortation to the whole army without distinction and took his departure, well knowing who the originators of the sedition had been, but pretending ignorance owing to the pressure of circumstances.

26 1 After these disturbances the king's Phocian schemes met with some impediments, but Leontius renouncing all hope of achieving anything by his own efforts, owing to all his plans having failed, appealed to Apelles, sending frequent messages to him to come back from Chalcis, alleging his own helplessness and embarrassment owing to his difference with the king. 3 Now Apelles during his stay in Chalcis had assumed more authority than his position warranted, 4 giving out that the king was still young and was ruled by him in most matters and could do nothing of his own accord, and taking the management of affairs and the supreme power into his own hands. 5 Consequently the prefects and officials in Macedonia and Thessaly referred all matters to him, while the Greek cities in voting gifts and honours made little mention of the king, but Apelles was all in all to them. 6 Philip, who was aware of this, had long been annoyed and aggrieved at it, especially as Aratus was always by him and took the most efficient means to work out his own project, but he bore with it for the time and let no one know what action he contemplated and what his real opinion  p67 was. 7 Apelles, ignorant of his own true position and convinced that if he had a personal meeting with Philip he would order matters exactly as he wished, left Chalcis and hastened to the help of Leontius. 8 On his arrival at Corinth Leontius, Ptolemaeus, and Megaleas, who were in command of the peltasts and the other crack corps, were at much pains to work up the soldiers to give him a fine reception. 9 After entering the city in great pomp owing to the number of officers and soldiers who had flocked to meet him, he proceeded without alighting to the royal quarters. 10 He was about to enter as had been his former custom, when one of the ushers, acting by order, stopped him, saying that the king was engaged. 11 Disconcerted by this unexpected rebuff, Apelles after remaining for some time in a state of bewilderment withdrew much abashed, upon which his followers at once began to drop away quite openly, so that finally he reached his lodging accompanied only by his own servants. 12 So brief a space of time suffices to exalt and abase men all over the world and especially those in the courts of kings, 13 for those are in truth exactly like counters on a reckoning-board. For these at the will of the reckoner are now worth a copper and now worth a talent, and courtiers at the nod of the king are at one moment universally envied and at the next universally pitied. 14 Megaleas seeing that the result of Apelles' intervention had not been at all what he expected, was beset by fear, and made preparations  p69 for flight. 15 Apelles was now invited to state banquets and received other such honours, but took no part in councils and was not admitted to the king's intimacy. 16 When a few days afterwards the king again sailed from Lechaeum on his Phocian enterprise he took Apelles with him. 27 1 Upon the project falling through, the king set out from Elatea on his return, and meanwhile Megaleas left for Athens, leaving Leontius to meet his bail of the twenty talents; 2 but when the Athenian strategi refused to receive him, he returned to Thebes. 3 The king sailing from the neighbourhood of Cirrha reached the harbour of Sicyon with his guard, and going up to the city declined the invitation of the magistrates, but taking up his quarters in Aratus' house spent his whole time in his society, ordering Apelles to take ship for Corinth. 4 On hearing the news about Megaleas, he sent away the peltasts who were under the command of Leontius to Triphylia with Taurion, on the pretence of some urgent service, and as soon as they had left ordered Leontius to be arrested to his bail for Megaleas. 5 The peltasts, however, heard what had happened, as Leontius had sent them a messenger, and dispatched a deputation to the king, begging him, if he had arrested Leontius on any other charge, not to try the case in their absence, 6 for if he did so they would all consider it a signal slight and affront —  p71 with such freedom did the Macedonians always address their kings — but if it was on account of his bail for Megaleas, they would subscribe among themselves and pay it off. 8 But this warm support of Leontius by the peltasts served only to exasperate the king, who for this reason put Leontius to death sooner than he had purposed.

28 1 The Rhodian and Chian embassies now returned from Aetolia, where they had concluded a truce for thirty days. They reported that the Aetolians were ready to come to terms, 2 and stated that they had themselves named a day on which they begged Philip to meet the Aetolians at Rhium, when they undertook that the latter would make peace at any price. 3 Philip accepted the truce, and writing to his allies with the request to send commissioners to Patrae to meet him and confer about the conditions of peace with the Aetolians, proceeded there himself by sea from Lechaeum, arriving on the second day. 4 Just then certain letters were sent to him from Phocis, which Megaleas had addressed to the Aetolians exhorting them to persist in the war with confidence, since Philip's fortunes were at their last ebb owing to scarcity of supplies: the letters also contained certain accusations against the king coupled with venomous personal abuse. 5 On reading them and being convinced that all the mischief was originally due to Apelles, he placed him in custody and at once dispatched him to Corinth together with his son and his minion, 6 sending at the same time Alexander to Thebes to arrest Megaleas and bring him before the  p73 magistrates to answer to his bail. 7 Upon Alexander's executing this order, Megaleas did not await the issue, but died by his own hand, and at about the same time, Apelles, his son and his favourite also ended their lives. 8 Thus did these men meet with the end they deserved, and it was chiefly their outrageous conduct to Aratus that brought them to ruin.

9 The Aetolians were on the one hand anxious to make peace, since the war told heavily on them and things were turning out far otherwise than they had expected. 29 1 For while they had hoped to find a helpless infant in Philip, owing to his tender years and inexperience, they really found him to be a grown-up man, both in his projects and in his performances, while they had shown themselves contemptible and childish both in their general policy and in their conduct of particular operations. 3 But on the news reaching them of the outbreak among the peltasts and the deaths of Apelles and Leontius, they flattered themselves that there was some serious trouble at the Court and began to procrastinate, proposing to defer the date that had been fixed for the conference at Rhium. Philip, gladly availing himself of this pretext, as he was confident of success in the war, and had made up his mind from the outset to shuffle off the negotiations, now begged the representatives of the allies who had arrived to meet him at Patrae not to occupy themselves with terms of peace but with the prosecution of the war, and himself sailed back to Corinth. 5 Dismissing all his Macedonian troops and sending them through Thessaly home to winter, he took ship at Cenchreae and coasting along Attica  p75 passed through the Euripus to Demetrias. 6 Here he put on his trial before a Macedonian court and executed Ptolemaeus, the last survivor of Leontius' band of conspirators.

7 The contemporary events were as follows. Hannibal had now entered Italy and encamped near the river Po opposite the Roman forces, 8 Antiochus after subduing the greater part of Coele-Syria retired into winter-quarters, and Lycurgus the king of Sparta escaped to Aetolia for fear of the ephors. 9 For the ephors, to whom he had been falsely accused of entertaining revolutionary designs, collected the young men and came to his house at night, but having received warning he escaped with his servants.

30 1 It was now winter; King Philip had left for Macedonia, and Eperatus the Achaean strategus was treated with contempt by the civic soldiers and utterly set at naught by the mercenaries, so that no one obeyed orders, and no preparations had been made for protecting the country. 2 Pyrrhias, the general sent by the Aetolians to Elis, observed this; and taking about thirteen hundred Aetolians, the mercenaries of the Eleans and about a thousand foot and two hundred horse of their civic troops, so that he had in all about three thousand men, 3 not only laid waste the territories of Dyme and Pharae but even that of Patrae. 4 Finally establishing his camp on the so‑called Panachaean Mountain which  p77 over­looks Patrae he pillaged all the country in direction of Rhium and Aegium. 5 The consequence was, that the cities suffering severely and getting no help were by no means disposed to pay their contributions, and the soldiery, as their pay had been deferred and was much in arrears, were as little inclined to give help. 6 So citizens and soldiers thus playing into each others' hands, things went from bad to worse and finally the mercenaries disbanded — all this being the consequence of the chief magistrate's imbecility. 7 The above was the condition of affairs in Achaea, when his year having now expired, Eperatus laid down his office, and the Achaeans at the beginning of summer elected the elder Aratus their strategus.

8 Such was the position in Europe. Now that I have arrived at a place that is suitable both chronologically and historically, I will shift the scene to Asia, and turning to the doings there during this same Olympiad will again confine my narrative to that field. 31 1 And in the first place, in pursuit of my original design, I will attempt to give a clear description of the war between Antiochus and Ptolemy for Coele-Syria. 2 I am perfectly aware that at the date I chose for breaking off my narrative of events in Greece this war was on the point of being decided and coming to an end, but I deliberately resolved to make a break here in this history and open a fresh chapter for the following reasons. 3 I am confident that I have provided my readers with sufficient information to prevent them from going wrong about the dates of particular events by my parallel  p79 recapitulations of general history, in which I state in what year of this Olympiad and contemporaneously with what events in Greece each episode elsewhere began and ended. 4 But in order that my narrative may be easy to follow and lucid, I think it most essential as regards this Olympiad not to interweave the histories of different countries, but to keep them as separate and distinct as possible until upon reaching the next and following Olympiads I can begin to narrate the events of each year in the chronological order. 6 For since my design is to write the history not of certain particular matters but of what happened all over the world, and indeed, as I previously stated, I have undertaken, I may say, a vaster task than any of my predecessors, it is my duty to pay particular attention to the matter of arrangement and treatment, so that both as a whole and in all its details my work may have the quality of clearness. 8 I will therefore on the present occasion also go back a little and try in treating of the reigns of Antiochus and Ptolemy to take some generally recognized and accepted starting-point for my narrative: the most necessary thing to provide for. 32 1 For the ancients, saying that the beginning is half the whole, advised that in all matters the greatest care should be taken to make a good beginning. 2 And although this dictum is thought to be exaggerated, in my own opinion it falls short of the truth. One may indeed confidently affirm that the beginning is not merely half of the whole, but reaches as far as the end. 3 For how is it possible to begin a thing well without having present in one's mind the completion of one's project, and without knowing its scope, its relation to other things,  p81 and the object for which one undertakes it? 4 And again how is it possible to sum up events properly without referring to their beginnings, and understanding whence, how, and why the final situation was brought about? 5 So we should think that beginnings do not only reach half way, but reach to the end, and both writers and readers of a general history should pay the greatest attention to them. And this I shall endeavour to do.

33 1 I am not indeed unaware that several other writers make the same boast as myself, that they write general history and have undertaken a vaster task than any predecessor. 2 Now, while paying all due deference to Ephorus, the first and only writer who really undertook a general history, I will avoid criticizing at length or mentioning by name any of the others, and will simply say this much, that certain writers of history in my own times after giving an account of the war between Rome and Carthage in three or four pages, maintain that they write universal history. 4 Yet no one is so ignorant as not to know that many actions of the highest importance were accomplished then in Spain, Africa, Italy, and Sicily, that the war with Hannibal was the most celebrated and longest of wars if we except that for Sicily, and that we in Greece were all obliged to fix our eyes on it, dreading the results that would follow. 6 But some of those who treat of it, after giving a slighter sketch of it even than those worthy citizens who jot down occasional memoranda of events on the walls of their houses, claim to  p83 have comprised in their work all events in Greece and abroad. 6 This depends on the fact that it is a very simple matter to engage by words in the greatest undertakings, but by no means easy to attain actual excellence in anything. 7 Promise therefore is open to anyone and the common property of all, one may say, who have nothing beyond a little audacity, while performance is rare and falls to few in this life. 8 I have been led into making these remarks by the arrogance of those authors who extol themselves and their own writings, and I will now return to the subject I proposed to deal with.

34 1 When Ptolemy surnamed Philopator, at the death of his father, after making away with his brother Magas and his partisans, succeeded to the throne of Egypt, 2 he considered that he had freed himself from domestic perils by his own action in thus destroying his rivals, but that chance had freed him from danger abroad, Antigonus and Seleucus having just died and their successors, Antiochus and Philip, being quite young, in fact almost boys. 3 Secure therefore in his present good fortune, he began to conduct himself as if his chief concern were the idle pomp of royalty, showing himself as regards the members of his court and the officials who administered Egypt inattentive to business and difficult of approach, 4 and treating with entire negligence and indifference the agents charged with the conduct of affairs outside Egypt, 5 to which the former kings had paid much more attention than to the government of Egypt itself. 6 As a consequence they had been always able to menace the kings of  p85 Syria both by sea and land, masters as they were of Coele-Syria and Cyprus, and their sphere of control also extended over the lesser kingdoms of Asia Minor and the islands, since they had the chief cities, strong places and harbours in their hands all along the coast from Pamphylia to the Hellespont and the neighbourhood of Lysimachia; 8 while by their command of Aenus, Maronea and other cities even more distant, they exercised a supervision over the affairs of Thrace and Macedonia. 9 With so long an arm and such a far advanced fence of client states they were never in any alarm about the safety of their Egyptian dominions, and for this reason they naturally paid serious attention to foreign affairs. 10 But this new king, neglecting to control all these matters owing to his shameful amours and senseless and constant drunkenness, found, as was to be expected, in a very short time both his life and his throne threatened by more than one conspiracy, 11 the first being that of Cleomenes the Spartan.

35 1 Cleomenes, during the lifetime of Ptolemy Euergetes, to whom he had linked his fortunes and pledged his word, had kept quiet, in the constant belief that he would receive sufficient assistance from him to recover the throne of his ancestors. 2 But after the death of this king, as time went on, and circumstances in Greece almost called aloud for Cleomenes, Antigonus being dead, the Achaeans being engaged in war, and the Spartans now, as Cleomenes had from the first planned and purposed,  p87 sharing the hatred of the Aetolians for the Achaeans and Macedonians, 3 he was positively compelled to bestir himself and do his best to get away from Alexandria. 4 Consequently, he at first approached Ptolemy more than once with the request that he would furnish him with adequate supplies and troops for an expedition; 5 but as the king would not listen to this, he earnestly besought him to allow him to leave with his own household, for the state of affairs, he said, held out a sufficiently fair prospect of his recovering his ancestral throne. 6 The king, however, who for the reasons I stated above neither concerned himself at all with such questions, nor took any thought for the future, continued in his thoughtlessness and folly to turn a deaf ear to Cleomenes. 7 Meanwhile Sosibius, who, if anyone, was now at the head of affairs, took counsel with his friends and came to the following decision with regard to him. 8 On the one hand they judged it inadvisable to send him off on an armed expedition, as owing to the death of Antigonus they regarded foreign affairs as of no importance and thought that money they expended on them would be thrown away. 9 Besides which, now that Antigonus was no more and there was no general left who was a match for Cleomenes, they were afraid that he would have little trouble in making himself the master of Greece and thus become a serious and formidable rival to themselves, especially as he had seen behind the scenes in Egypt and had formed a poor opinion of the king, and as he was aware that many parts of the kingdom were loosely attached or dissevered by distance, thus offering plenty of opportunity for intrigue — 11 for they had a good many ships at Samos and a considerable  p89 military force at Ephesus. 12 These, then, were the reasons which made them dismiss the project of sending Cleomenes off with supplies for an expedition; but at the same time they thought it would by no means serve their interests to send away such an eminent man after inflicting a slight upon him, as this was sure to make him their enemy and antagonist. 13 The only course left then was to keep him back against his will, and this they all indeed rejected at once and without discussion, thinking it by no means safe for a lion to lie in the same fold as the sheep, but it was especially Sosibius who was apprehensive of the effects of such a measure for the following reason. 36 1 At the time when they were plotting the murder of Magas and Berenice, being in great fear of their project failing chiefly owing to the high courage of Berenice, they were compelled to conciliate the whole court, holding out hopes of favour to everyone if things fell out as they wished. 2 Sosibius on this occasion observing that Cleomenes was in need of assistance from the king, and that he was a man of judgement with a real grasp of the facts, confided the whole plot to him, picturing the high favours he might expect. 3 Cleomenes, seeing that he was in state of great alarm and in fear chiefly of the foreign soldiers and mercenaries, bade him be of good heart, promising him that the mercenaries would do him no harm, but would rather be helpful to him. 4 When Sosibius showed considerable surprise at this promise, "Don't you see," he said, "that nearly three thousand of them are from the Peloponnese and about a thousand are Cretans, and I need but make a sign to these men and they will all put themselves  p91 joyfully at your service. 5 Once they are united whom have you to fear? The soldiers from Syria and Caria I suppose!" 6 At the time Sosibius was delighted to hear this and pursued the plot against Berenice with doubled confidence, but afterwards, when he witnessed the king's slackness, the words were always coming back to his mind, and the thought of Cleomenes' daring and popularity with the mercenaries kept on haunting him. 8 It was he therefore who on this occasion was foremost in instigating the king and his friends to take Cleomenes into custody before it was too late. 9 To reinforce this advice he availed himself of the following circumstance.

37 1 There was a certain Messenian called Nicagoras who had been a family friend of Archidamus the king of Sparta. 2 In former times their intercourse had been of the slightest, but when Archidamus took flight from Sparta for fear of Cleomenes, and came to Messenia, Nicagoras not only gladly received him in his house and provided for his wants but ever afterwards they stood on terms of the closest intimacy and affection. 3 When therefore Cleomenes held out hopes to Archidamus of return and reconciliation, Nicagoras devoted himself to negotiating and concluding the treaty. 4 When this had been ratified, Archidamus was on his way home to Sparta, relying on the terms of the agreement brought about by Nicagoras, 5 but Cleomenes coming to meet them put Archidamus to death, sparing Nicagoras and the rest of his companions. 6 To the  p93 outside world, Nicagoras pretended to be grateful to Cleomenes for having spared his life, but in his heart he bitterly resented what had occurred, for it looked as if had been the cause of the king's death. 7 This Nicagoras had arrived not long ago at Alexandria with a cargo of horses and on disembarking he found Cleomenes, with Panteus and Hippitas, walking on the quay. 9 When Cleomenes saw him he came up to him and greeted him affectionately and asked him on what business he had come. 10 When he told him he had brought horses to sell, Cleomenes said, "I very much wish you had brought catamites and sackbut girls instead of the horses, for those are the wares this king is after." 11 Nicagoras at the time smiled and held his tongue, but a few days afterwards, when he had become quite familiar with Sosibius owing to the business of the horses, he told against Cleomenes the story of what he had recently said, 12 and noticing that Sosibius listened to him with pleasure, he gave him a full account of his old grievance against that prince. 38 1 When Sosibius saw that he was ill-disposed to Cleomenes, he persuaded him by a bribe in cash and a promise of a further sum to write a letter against Cleomenes and leave it sealed, 2 so that a few days after Nicagoras had left his servant might bring him the letter as having been sent by Nicagoras. 3 Nicagoras entered into the plot, and when the letter was brought to Sosibius by the servant after Nicagoras had sailed, 4 he at once took  p95 both servant and letter to the king. The servant said that Nicagoras had left the letter with orders for him to deliver it to Sosibius, and as the letter stated that Cleomenes, unless he were furnished with a properly equipped expeditionary force, intended to revolt against the king, 6 Sosibius at once availed himself of this pretext for urging the king not to delay, but to take the precaution of placing him in custody. 7 This was done, a huge house being put at his disposal in which he resided under watch and ward, differing from ordinary prisoners only in that he had a bigger jail to live in. 8 Seeing his position and having but poor hopes of the future, Cleomenes decided to make a dash for freedom at any cost, 9 not that he really believed he would attain his object — for he had nothing on his side likely to conduce to success — but rather desiring to die a glorious death without submitting to anything unworthy of the high courage he had ever exhibited, and I suppose that there dwelt in his mind and inspired him those words of the hero which are wont to commend themselves to men of dauntless spirit:

'Tis true I perish, yet I perish great:

Yet in a mighty deed I shall expire,

Let future ages hear it, and admire.​4

39 1 Waiting then for a day on which Ptolemy made an excursion to Canobus he spread a report among his guards that he was going to be set at liberty by the king, and upon this pretence he entertained  p97 his own attendants, and sent presents of meat, garlands, and wine to the guards. 2 When the soldiers, suspecting nothing, had indulged freely in these good things and were quite drunk, he took the friends who were with him and his own servants and about midday they rushed out of the house unnoticed by the guards, and armed with daggers. 3 As they advanced they met in the square with Ptolemy who had been left in charge of the city, and overawing his attendants by the audacity of their attack, they dragged him from his chariot and shut him up, and now began to call on the people to assert their freedom. 4 But when no one paid any attention or consented to join the rising, as the whole plan had taken everyone completely by surprise, they retraced their steps and made for the citadel with the intention of forcing the gates and getting the prisoners to join them. 5 But when this design also failed, as the guards of the prison got word of their intention and made the gates fast, they died by their own hands like brave men and Spartans.

6 Thus perished Cleomenes, a man tactful in his bearing and address, with a great capacity for the conduct of affairs and in a word designed by nature to be a captain and a prince.

40 1 The next conspiracy shortly after this was that of Theodotus the governor of Coele-Syria, an Aetolian by birth. Holding the king in contempt owing to his debauched life and general conduct and mistrusting the court circles, 2 because after recently rendering important service to Ptolemy in various ways and especially in connexion with the  p99 first attempt of Antiochus on Coele-Syria, he had not only received no thanks for this but on the contrary had been recalled to Alexandria and had barely escaped with his life, 3 he now formed the project of entering into communication with Antiochus and handing over to him the cities of Coele-Syria. Antiochus gladly grasped at the proposal and the matter was soon in a fair way of being accomplished.

4 Now that I may perform for this royal house what I have done for that of Egypt, I will go back to Antiochus' succession to the throne and give a summary of events between that date and the outbreak of the war I am about to describe. 5 Antiochus was the younger son of Seleucus Callinicus, and on the death of his father and the succession to the throne of his elder brother Seleucus, he at first resided in the interior, 6 but when Seleucus crossed the Taurus with his army and was assassinated, as I have already stated, he succeeded him and began to reign, entrusting the government of Asia on this side of Taurus to Achaeus and that of the upper provinces to Molon and his brother Alexander, Molon being satrap of Media and Alexander of Persia. 41 1 These brothers, despising the king on account of his youth, and hoping that Achaeus would associate himself with them in their design, dreading at the same time the cruelty and malice of Hermeias, who was now at the head of the government, entered on a revolt,  p101 attempting to engage the upper satrapies in it. 2 This Hermeias was a Carian who had been in power ever since Seleucus, Antiochus' brother, on leaving for his expedition against Attalus had entrusted him with the government. 3 Having attained this position of authority he was jealous of all the holders of prominent posts at court, and as he was naturally of a savage disposition, he inflicted punishment on some for errors which he magnified into crimes, and trumping up false charges against others, showed himself a cruel and relentless judge. 4 The man above all others whom he was particularly desirous of destroying was Epigenes, who had brought back the army that had been left under the command of Seleucus, as he saw he was capable both as a speaker and as a man of action and enjoyed great popularity with the soldiery. 5 He was quite determined on this, but was biding his time on the look out for some pretext for attacking Epigenes. 6 When the council was called to discuss the revolt of Molon, and the king ordered everyone to state his opinion as to how the rebellion should be dealt with, 7 Epigenes was the first to speak and advised not to delay but to take the matter in hand at once. It was of the first importance, he said, that the king should proceed to the spot and be present at the actual theatre of events; 8 for thus either Molon would not venture to disturb the peace, once the king presented himself before the eyes of the people with an adequate force, 9 or if in spite of this he ventured to persist in his project, he would be very soon seized upon by the populace and delivered up to  p103 the king. 42 1 Before Epigenes had even finished his speech, Hermeias flew into a passion and exclaimed that for long Epigenes had been in secret a plotter and a traitor to the kingdom, 2 but that now he had revealed his evil intentions by the advice he had offered, his design being to put the king's person undefended, except by a small force, at the mercy of the rebels. 3 For the present Hermeias contented himself with thus laying the train of the slander and did not further molest Epigenes, affecting to have been guilty rather of a mistimed outburst of ill-temper than to have shown a spirit of enmity. 4 The motives of the opinion he himself delivered were that he was disinclined owing to his lack of military experience to take the command in the campaign against Molon, as he dreaded the danger, while he was most anxious to take the field against Ptolemy, since he felt sure that the war there would be a safe one owing to that king's faineance. 5 On the present occasion he overawed the whole Council and appointing Xenon and Theodotus surnamed Hemiolius to the command of the force sent against Molon, continued to work upon the king, advising him to seize on Coele-Syria, thinking that thus only by involving the young prince in wars on every side he could secure immunity from punishment to his former malpractices and freedom in the continued exercise of his present authority, owing to the pressure of affairs and the constant struggles and perils that the king would have to face. 7 Finally, in pursuit of this purpose he forged and brought to the king a letter supposed to have been sent by Achaeus setting forth that Ptolemy urged him to usurp the government, promising to help all his  p105 undertakings with ships and money, once he assumed the diadem and claimed in the sight of all that sovereignty 8 which as a fact he now exercised, although scrupling to take the title and declining the crown which Fortune offered him.

9 The king quite taken in by this letter was ready and eager to invade Coele-Syria. 43 1 He was now near Seleucia, the city at the crossing of the Euphrates, and there he was joined by Diognetus, the admiral from Cappadocia Pontica, bringing Laodice, the daughter of Mithridates, a virgin, the affianced bride of the king. 2 Mithridates claimed to be a descendant of one of those seven Persians who had killed the Magus, and he had preserved in his family the kingdom on the Pontus originally granted to them by Darius. 3 Antiochus received the maiden on her approach with all due pomp and at once celebrated his nuptials with right royal magnificence. 4 After the wedding was over he went down to Antioch, where he proclaimed Laodice queen and henceforth busied himself with preparations for the war.

5 Meanwhile Molon, having worked upon the troops in his own satrapy till they were ready for anything, by the hopes of booty he held out and the fear which he instilled into their officers by producing forged letters from the king couched in threatening terms, 6 having also a ready coadjutor in his brother  p107 Alexander, and having secured the support of the neighbouring satrapies by gaining the favour of their governors with bribes, marched out with a large army against the king's generals. 7 Xenon and Theodotus, terror-struck by his approach, withdrew into the towns, 8 and Molon making himself master of the territory of Apollonia was now abundantly furnished with supplies. Even previously he had been a formidable antagonist owing to the importance of the province over which he ruled. 44 1 For all the royal herds of horses are in charge of the Medes, and they possess vast quantities of cornº and cattle. 2 It is difficult indeed to speak in adequate terms of the strength and extent of the district. 3 Media lies in central Asia, and looked at as a whole, is superior in size and in the height of its mountain-ranges to any other district in Asia. 4 Again it over­looks the country of some of the bravest and largest tribes. For outside its eastern border it has the desert plain that separates Persia from Parthia; 5 it over­looks and commands the so‑called Caspian Gates, and reaches as far as the mountains of the Tapyri, which are not far distant from the Hyrcanian Sea. 6 Its southern portion extends as far as Mesopotamia and the territory of Apollonia and borders on Persia, from which it is protected by Mount Sagrus, 7 a range which has an ascent of a hundred stades, and consisting as it does of different branches meeting at various points, contains in the intervals depressions and deep valleys inhabited by the Cossaei,  p109 Corbrenae, Carchi and other barbarous tribes with a high reputation for their warlike qualities. 8 On the western side it is bounded by the so‑called Satrapies, which are not far distant from the tribes whose territories descend to the Euxine Sea. 9 On the north it is surrounded by the Elymaeans, Aniarcae, Cadusii, and Matiani 10 and over­looks those parts of the Pontus which join the Palus Maeotis. 11 Media itself has several mountain chains running across it from east to west between which lie plains full of towns and villages. 45 1 Molon therefore being master of the country, which might rank as a kingdom, was already, as I said sufficiently formidable owing to his superior power; 2 but now that the royal generals, as it seemed, had retired from the field before him, and that his own troops were in high spirits, owing to their expectation of success having been so far fulfilled, he seemed absolutely terrible and irresistible to all the inhabitants of Asia. 3 He first of all, therefore, formed the project of crossing the Tigris and laying siege to Seleucia, 4 but on being prevented from crossing by Zeuxis who had seized the river boats, he withdrew to his camp at Ctesiphon and made preparations for quartering his troops there during the winter.

5 The king, on hearing of Molon's advanced and the retreat of his own generals, was himself prepared to abandon the campaign against Ptolemy and take the field against Molon, thus not letting slip the  p111 time for action; 6 but Hermeias, adhering to his original design, sent Xenoetas the Achaean against Molon with an army to take the chief command; saying that to fight against rebels was the business of generals but that against kings the king himself should plan the operations and command in the decisive battles. 7 As he had the young king wholly subject to his influence, he set out and began to assemble his forces at Apamea, from which he proceeded to Laodicea. 8 From this town the king took the offensive with his whole army and crossing the desert entered the defile known as Marsyas, 9 which lies between the chains of Libanus and Antilibanus and affords a narrow passage between the two. 10 Just where it is narrowest it is broken by marshes and lakes from which the perfumed reed is cut, 46 1 and here it is commanded on the one side by a place called Broch and on the other by Gerrha, the passage between being quite narrow. 2 After marching through this defile for several days and reducing the towns in its neighbourhood, Antiochus reached Gerrha. 3 Finding that Theodotus the Aetolian had occupied Gerrha and Brochi and had fortified the narrow passage by the lake with a trench and stockade, posting troops in suitable spots, he at first decided to force his way through, 4 but as he suffered more loss than he inflicted owing to the strength of the position and the fact that Theodotus remained as staunch as ever, he desisted from the  p113 attempt. 5 So that finding himself in this difficult position, when the news reached him that Xenoetas had suffered total defeat and that Molon was in possession of all the upper provinces he gave up this expedition and hastened to return to the relief of his own dominions.

6 For Xenoetas, when, as I stated above, he was appointed to independent command and found himself possessed of more authority than he had ever expected to hold, began to treat his friends somewhat disdainfully and to be too audacious in his schemes against his enemies. 7 Reaching, however, Seleucia and sending for Diogenes, the governor of Susiana, and Pythiades, the governor of the coasts of the Persian Gulf, he led out his forces and encamped opposite the enemy with the Tigris on his front. 8 When numerous deserters swam over from Molon's camp and informed him that if he crossed the river, Molon's whole army would declare for him — for the soldiers were jealous of Molon and exceedingly well disposed to the king — Xenoetas, encouraged by this intelligence, decided to cross the Tigris. 9 He first of all made a show of attempting to bridge the river at a place where it forms an island, but as he was not getting ready any of the material required for this purpose, Molon took little notice of the feint. 10 Xenoetas, however, was all the time engaged in collecting and fitting out boats with all possible care. 11 Selecting from his whole army the most courageous of the infantry and cavalry, he left Zeuxis and Pythiades in charge of the camp, and  p115 proceeded by night to a point about eighty stades below Molon's camp, 12 where he took his forces safely across in the boats and encamped while it was still night on an advantageous position, the great part of which was surrounded by the river and the rest protected by pools and marshes. 47 1 Molon when he was aware of what had happened, sent off his cavalry thinking to prevent easily any further troops from crossing and to crush the force that had already crossed. 2 On approaching Xenoetas' force, unfamiliar as they were with the country, they had no need of any effort on the part of the enemy, but plunging or sinking by the impetus of their own advance into the pools and swamps were all rendered useless, while not a few perished. 3 Xenoetas, fully confident that on his approach Molon's troops would desert to him, 4 advanced along the river bank and encamped next the enemy. But Molon now, either as a ruse, or from lack of confidence in his men and fear lest Xenoetas' expectations might be fulfilled, leaving his baggage in his camp, abandoned it under cover of night and marched hastily in the direction of Media. 5 Xenoetas, supposing that Molon had taken to flight from fear of being attacked by him and from mistrust in his own troops, first attacked and occupied the enemy's camp and next brought across from the camp of Zeuxis his own cavalry and their baggage. 6 After this he called a meeting of his soldiers and exhorted them to be of good courage and hope for a happy issue of the war,  p117 as Molon had fled. 7 When he had finished this address he ordered them all to attend to their wants and refresh themselves, as he intended to start at once next morning in pursuit. 48 1 The soldiers, filled with confidence and with abundance of provisions at hand, fell to feasting and drinking and lapsed into the state of negligence consequent on such excess. 2 But Molon, after proceeding for a considerable distance and giving his men their supper, returned and reappeared at the spot, where, finding all the enemy scattered about and drowned in wine, he fell upon the camp in the early dawn. 3 Dismayed by the unexpected attack and unable to awake the soldiers owing to their drunken condition, Xenoetas dashed madly into the ranks of the foe and perished. 4 Most of the sleeping soldiers were killed in their beds, while the rest threw themselves into the river and attempted to cross to the camp on the opposite bank, most of these, however, also losing their lives. 5 The scene in the camp was altogether one of the most varied confusion and tumult. The men were all in the utmost dismay and terror, 6 and the camp across the river being in sight at quite a short distance, in their longing to escape they forgot the dangerous force of the stream, 7 and losing their wits and making a blind rush for safety threw themselves into the river and forced the baggage animals with their packs to take to the water also, 8 as if the river would providentially help them and carry them across to the camp opposite. 9 So that the picture presented  p119 by the stream was indeed tragical and extraordinary, horses, mules, arms and corpses, and every kind of baggage being swept down by the current together with the swimmers. 10 Molon took possession of Xenoetas' camp and afterwards crossing the river in safety, as he met with no opposition, Zeuxis having fled before his attack, took the camp of the latter also. 11 After these successes he advanced with his army on Seleucia. 12 He took it at the first assault, as Zeuxis and Diomedon, the governor of the city, had abandoned it, and advancing now at his ease, reduced the upper Satrapies. 13 After making himself master of Babylonia and the coasts of the Persian gulf he reached Susa. 14 This city he also took at the first assault, but the assaults he made on the citadel were unsuccessful, as the general Diogenes had thrown himself into it before his arrival. 15 Abandoning this attempt, he left a force to invest it and hurried back with the rest of his army to Seleucia on the Tigris. 16 Here he carefully refreshed his troops and after addressing them started again to pursue his further projects, and occupied Parapotamia as far as the town of Europus and Mesopotamia as far as Dura.

17 Antiochus, on intelligence reaching him of these events, abandoned, as I stated above, his designs on Coele-Syria and turned his whole attention to the  p121 field of action. 49 1 The council having once more met and the king having requested advice as to the measures to be taken against Molon, Epigenes was again the first to give his view of the situation, which was that, as he had advised, 2 there should have been no initial delay allowing the enemy to gain such advantages, but that now as before he maintained his opinion that the king must take the matter in hand with vigour. 3 Upon which Hermeias, flying for no reason into a violent passion, began to abuse him. 4 By singing his own praises in the worst taste, bringing against Epigenes a number of false and random accusations and adjuring the king not to desist from his purpose and abandon his hope of conquering Coele-Syria for so slight a show of reason, he not only gave offence to most of the council, 5 but displeased Antiochus himself, and it was with difficulty that he was persuaded to put an end to the altercation, the king having shown great anxiety to reconcile the two men. 6 The general operation being that the action recommended by Epigenes was most to the purpose and most advantageous, the council decided that the king should take the field against Molon and make the matter his sole concern. 7 Upon this Hermeias, pretending that he had suddenly come round to the same opinion, said that it was the duty of everyone to give unhesitating support to this decision and showed himself very willing and active in making preparations for war.

50 1 When the army assembled at Apamea and a mutiny broke out among the soldiers on account of some arrears of pay that were owing to them, 2 observing that the king was very nervous and alarmed at such a movement taking place at so critical a  p123 time, Hermeias engaged to discharge the whole sum due, if the king would consent that Epigenes should take no part in the campaign; 3 as he said there would be no chance otherwise of anything being properly managed in the army in view of the bitterness of the quarrel between them. 4 The king was displeased at this request, and would fain have refused, being anxious for Epigenes to accompany him on the campaign owing to his military capacity, 5 but beset as he was and preoccupied through Hermeias' nefarious machinations by court etiquette and by a host of guards and attendants, he was not his own master, so that he gave way and acceded to the request. 6 When Epigenes retired, as he was bidden, into civil life, the members of the council were intimidated by this consequence of Hermeias' jealousy, 7 but the troops upon their demands being met experienced a revulsion of feeling and grew well disposed to the man who had procured payment of their pay. The Cyrrhestae, however, were an exception, 8 as they to the number of about six thousand mutinied and quitted their quarters, giving considerable trouble for some time; but finally they were defeated in a battle by one of the king's generals, most of them being killed and the rest surrendering at discretion. 9 Hermeias, having thus subjected to his will the councillors by fear and the troops by doing them a service, left Apamea and advanced in company with the king. 10 With the connivance of Alexis, the commandant of the citadel at Apamea, he now engaged in the following plot against Epigenes. 11 Forging a letter supposing to have been sent by Molon to Epigenes, he seduced by promise  p125 of a large reward one of Epigenes' slaves and persuaded him to take it and mix it up with Epigenes' papers. 12 This having been done, Alexis at once appeared and asked Epigenes if he had received any letters from Molon. 13 Upon his denying it with some acerbity, Alexis demanded to search his house and on entering it very soon found the letter, and on this ground at once put Epigenes to death. 14 The king was induced to believe that Epigenes had merited his fate, and the courtiers, though they had their suspicions, were afraid to utter them.

51 1 Antiochus, on reaching the Euphrates, gave his troops a rest and then resumed his march. Arriving at Antioch in Mygdonia at about the winter solstice, he remained there, wishing to wait until the extreme rigour of the winter should be over. 2 After passing forty days there he went off to Libba, 3 and at a council held to determine what was the best line of advance against Molon and whence supplies for the march should be obtained — Molon being now in the neighbourhood of Babylon — 4 Hermeias advised marching along the Tigris, so that their flank should be covered by this river and by the Lycus and Caprus. 5 Zeuxis, having the fate of Epigenes before his eyes, was afraid of the consequences if he stated his own view, but nevertheless, as Hermeias was obviously wrong, he plucked up courage to advise crossing the Tigris, 6 giving as his reasons the general difficulty of the march along the river, and the fact that they would, after passing through a considerable extent of country, have to undertake a six days' march through the desert  p127 before reaching the king's canal. 7 As this was held by the enemy, it would be impossible to cross, and a subsequent retreat through the desert would obviously be attended with great risk, especially as they would be badly off for provisions. 8 If, on the contrary, they crossed the Tigris, he pointed out that the population of the Apolloniatis would evidently resume their allegiance and join the king, since it was not by their own choice but from necessity and fear that they now yielded obedience to Molon. 9 It was also evident, he said, that the army would be plenteously furnished with provisions owing to the fertility of the country. 10 But the most important consideration was that Molon's retreat to Media and his sources of supplies from that province would be cut off, 11 and that therefore he would be obliged to give battle, or if he refused, his troops would soon go over to the king. 52 1 Zeuxis' advice was approved, and dividing the army into three parts they speedily crossed the river with their baggage at three different places, 2 and marching on Dura, which city was then besieged by one of Molon's generals, 3 forced the enemy at their first assault to raise the siege. Advancing hence and marching continuously for eight days they crossed the mountain called Oreicum and arrived at Apollonia.

4 Meanwhile Molon had heard of the king's arrival, and mistrusting the population of Susiana and Babylonia, as his conquest of these provinces was so  p129 recent and sudden, fearing also that his return to Media might be cut off, he decided to bridge the Tigris and cross it with his army, 5 being anxious if possible to gain the hilly part of the territory of Apollonia, as he relied on the numbers of his force of slingers known as Cyrtii. 6 Having crossed the river he advanced marching rapidly and uninterruptedly. 7 He was approaching the district in question at the very time that king had left Apollonia with the whole of his army, and the light infantry of both, which had been sent on in advance, came into contact in crossing a certain range of hills. 8 At first they engaged in a skirmish with each other, but on the main bodies coming up they separated. The armies now withdrew to their separate camps, which were distant from each other about forty stades, 9 but when evening set in Molon, reflecting that a direct attack by day on their king by the rebels would be hazardous and difficult, determined to attack Antiochus by night. 10 Choosing the most competent and vigorous men in his whole army, he took them round in a certain direction, with the design of falling on the enemy from higher ground. 11 But learning on his march that ten soldiers in a body had deserted to Antiochus, 12 he abandoned this plan and retiring hastily appeared about daybreak at his own camp, where his arrival threw the whole army into confusion and panic; 13 for the men there, started  p131 out of their sleep by the advancing force, were very nearly rushing out of the camp. 14 Molon, however, quieted the panic as far as he could, 53 1 and at dawn the king, who was quite prepared for battle, moved his whole army out of camp. 2 On his right wing he posted first his lancers under the command of Ardys, an officer of proved ability in the field, 3 next them the Cretan allies and next them the Gallic Rhigosages. After these he placed the mercenaries from Greece and last of all the phalanx. 4 The left wing he assigned to the cavalry known as "Companions." His elephants, which were ten in number, he posted at certain intervals in front of the line. 5 He distributed his reserves of infantry and cavalry between the two wings with orders to outflank the enemy as soon as the battle had begun. 6 After this he passed along the line and addressed his troops in a few words suitable to the occasion. He entrusted the left wing to Hermeias and Zeuxis and took command of the right wing himself. 7 As for Molon, in consequence of the absurd panic that occurred during the night, it was with difficulty that he drew out his forces from camp, and there was much confusion in getting them into position. 8 However, he divided his cavalry between his two wings, taking into consideration the enemy's disposition, and between the two bodies of cavalry he placed the scutati, the Gauls, and in general all his heavy-armed troops. 9 His archers, slingers, and all such kind of troops he posted beyond the cavalry on either wing,  p133 10 and his scythed chariots at intervals in front of his line. 11 He gave the command of his left wing to his brother Neolaus and took command of the right wing himself. 54 1 When the armies now advanced against each other, Molon's right wing remained faithful and vigorously engaged Zeuxis' force, but the left wing, as soon as they closed and came in sight of the king, went over to the enemy, upon which Molon's whole force lost heart, while the confidence of the king's army was redoubled. 3 Molon, aware of what had happened and already surrounded on every side, haunted by the tortures he would suffer if he were taken alive, put an end to his life, and all who had taken any part in the plot escaped each to his home and perished in like manner. 5 Neolaus, escaping from the battle to his brother Alexander in Persia, killed his mother and Molon's children and afterwards himself, persuading Alexander to follow his example. 6 The king after plundering the enemy's camp ordered Molon's body to be crucified in the most conspicuous place in Media. 7 This sentence was at once executed by the officials charged with it, who took the body to the Callonitis and crucified it at the foot of the ascent to Mount Zagrus. 8 After this Antiochus rebuked the rebel troops at some length, and then  p135 giving them his right hand in sign of pardon charged certain officers with the task of conducting them back to Media and setting affairs there in order. 9 He himself went down to Seleucia and restored order to the neighbouring satrapies, treating all offenders with mildness and wisdom. 10 But Hermeias, keeping up his character for harshness, brought accusations against the people of Seleucia and fined the city a thousand talents; sent the magistrates called Adeiganes into exile and destroyed many of the Seleucians by mutilation, the sword, or the rack. 11 It was with much difficulty that the king, by talking over Hermeias or by taking matters into his own hands, at length succeeded in quieting and pacifying the citizens, imposing a fine of only a hundred and fifty talents in punishment for their offense. 12 After arranging these matters he left Diogenes in command of Media and Apollodorus of Susiana, and sent Tychon, the chief secretary of the army, to take the command of the Persian gulf province.

13 Thus were the rebellion of Molon and the consequent rising in the upper satrapies suppressed and quieted. 55 1 Elated by his success and wishing to overawe and intimidate the barbarous princes whose dominions bordered on and lay beyond his own provinces, so as to prevent their furnishing anyone who rebelled against him with supplies or armed assistance, the king decided to march against them and in the first place against Artabarzanes, 2 who was considered the most important and energetic of these potentates, being master of the so‑called  p137 satrapies and the tribes on their borders. 3 But Hermeias at that time was afraid of an expedition into the interior owing to its danger and continued to yearn for the campaign against Ptolemy which he had originally planned. 4 When, however, the news came that a son had been born to Antiochus, thinking that possibly in the interior Antiochus might meet with some misfortune at the hands of the barbarians and give him the opportunity of compassing his death, he gave his consent to the expedition, feeling sure 5 that if he could put Antiochus out of the way he would be himself the child's guardian and master of the kingdom. 6 The campaign once decided on, they crossed Mount Zagrus 7 into the territory of Artabarzanes which borders on Media, from which it is separated by the intervening chain of mountains. Above it lies that part of Pontus which descends to the river Phasis. It reaches as far as the Caspian Sea 8 and has a large and warlike population chiefly mounted, while its natural resources provide every kind of warlike material. 9 The principality still remains under Persian rule, having been over­looked in the time of Alexander. 10 Artabarzanes, terror-struck at the king's attack, chiefly owing to his years as he was quite an old man, yielded to circumstances and made terms which satisfied Antiochus.

56 1 After the ratification of this treaty Apollophanes, the king's physician and a great favourite of his, seeing that Hermeias no longer put any restraint on his arbitrary exercise of authority, became anxious for the king's safety and was still more suspicious and fearful on his own account. 2 So when he found a suitable occasion he spoke to  p139 the king, entreating him not to neglect the matter or shut his eyes to Hermeias' unscrupulousness and wait until he found himself face to face with a disaster such as befel his brother. 3 "And the danger," he said, "is not so very remote." He begged him therefore to give heed to it and lose no time in taking measures to save himself and his friends. 4 Upon Antiochus confessing that he also disliked and suspected Hermeias, and assuring him that he was most grateful to him for having taken upon himself to speak to him on the subject with such affectionate regard, 5 Apollophanes was much encouraged by finding that he had not misestimated the king's sentiment and opinion, 6 while Antiochus begged Apollophanes not to confine his help to words but to take practical steps to assure the safety of himself and his friends. 7 Apollophanes said he was ready to do anything in the world, and after this they agreed on a plan. Pretending that the king was attacked by fits of dizziness, he and his physicians relieved of their functions for a few days his usual civil and military attendants, 8 but they were themselves enabled to admit any of their friends to interviews under the pretence of medical attendance. 9 During these days they prepared suitable persons for the work in hand, all readily complying owing to their detestation of Hermeias, and now they set themselves to execute their design. 10 The doctors having ordered early walks in the cool of the morning for the king, Hermeias came at the appointed hour accompanied by those of the king's friends who were privy to the plot, 11 the rest being behindhand as the  p141 king took the air at a far earlier hour than usual. 12 So they drew Hermeias away from the camp till they reached a solitary spot and then upon the king's retiring for a short distance as if for some necessary occasion, they stabbed Hermeias with their poniards. 13 So perished Hermeias, meeting with a punishment by no means adequate to his crimes. 14 Thus freed from a source of fear and constant embarrassment, the king set out on his march home, all in the country approving his actions and designs and bestowing during his progress the most hearty applause of all on the removal of Hermeias. 15 The women in Apamea at this time stoned the wife of Hermeias to death and the boys did the like to his sons.

57 1 Antiochus, on arriving at home, dismissed his troops for the winter. He now sent to Achaeus messages of remonstrance, protesting in the first place against his having ventured to assume the diadem and style himself king, and next informing him that it was no secret that he was acting in concert with Ptolemy and generally displaying an unwarranted activity. 3 For Achaeus, while the king was absent on his expedition against Artabarzanes, feeling sure that Antiochus would meet with some misfortune and even if this were not the case, 4 hoping owing to the king's being so far away to invade Syria before his return and with the assistance of the Cyrrhestae, who were in revolt, to make himself master speedily of the whole kingdom, set out on his march from Lydia with a large army. 5 On reaching Laodicea in Phrygia he assumed the diadem  p143 and for the first time ventured to take the title of king and use it in his letters to towns, taking this step chiefly at the instigation of the exile Garsyeris. 6 He continued to advance and was nearly in Lycaonia when his troops mutinied, the cause of their dissatisfaction being that, as it now appeared, the expected was against their original and natural king. 7 Achaeus, therefore, when he was aware of the disaffection, abandoned his present enterprise and wishing to persuade the soldiers that from the outset he had had no intention of invading Syria, turned back and began to plunder Pisidia, 8 and having thus provided his soldiers with plenty of booty and gained the goodwill and confidence of them all, returned to his own province.

58 1 The king, who was perfectly well informed about all these matters, continued, as I above stated, to remonstrate with Achaeus and at the same time devoted his whole attention to preparing for the war against Ptolemy. 2 Accordingly, collecting his forces at Apamea in early spring, he summoned a council of his friends to advise as to the invasion of Coele-Syria. 3 Many suggestions having been made in this respect about the nature of the country, about the preparations requisite and about the collaboration of the fleet, Apollophanes, a native of Seleucia, of whom I have already spoken, cut short all these expressions of opinion. 4 For, as he said, it was foolish to covet Coele-Syria and invade that country while permitting the occupation by Ptolemy of Seleucia which was the capital seat and, one might almost say, the sacred hearth of their  p145 empire. 5 Apart from the disgrace inflicted on the kingdom by this city being garrisoned by the kings of Egypt, it was of first-class importance. 6 "While held by the enemy" he said, "it is the greatest possible hindrance to all our enterprises; 7 for in whatever direction we decide to advance, the precautions we have to take to protect our own country from the menace of this place give us just as much trouble as our preparations for attacking the enemy. 8 Once, however, it is in our hands, not only will it securely protect our own country, but owing to its advantageous situation it will be of the greatest possible service for all our projects and undertakings by land and sea alike." 9 All were convinced by these arguments, and it was decided to capture this city in the first place. 10 For Seleucia had been garrisoned by the kings of Egypt ever since the time of Ptolemy Euergetes, 11 when that prince, owing to his indignation at the murder of Berenice, invaded Syria and seized on this town.

59 1 As soon as this decision had been taken, Antiochus ordered his admiral Diognetus to sail to Seleucia, while he himself, leaving Apamea with his army, came and encamped at the hippodrome about five stades from the town. 2 He sent off Theodotus Hemiolius with a sufficient force to Coele-Syria to occupy the narrow passage and protect him on that side. 3 The situation of Seleucia and the nature of its  p147 surroundings are as follows. 4 It lies on the sea between Cilicia and Phoenicia, and above it rises a very high mountain called Coryphaeum, 5 washed on its western side by the extreme waters of the sea separating Cyprus from Phoenicia, but over­looking with its eastern slopes the territories of Antioch and Seleucia. 6 Seleucia lies on its southern slope, separated from it by a deep and difficult ravine. The town descends in a series of broken terraces to the sea, and is surrounded on most sides by cliffs and precipitous rocks. 7 On the level ground at the foot of the slope which descends towards the sea lies the business quarter and a suburb defended by very strong walls. 8 The whole of the main city is similarly fortified by walls of very costly construction and is splendidly adorned with temples and other fine buildings. 9 On the side looking to the sea it can only be approached by a flight of steps cut in the rock with frequent turns and twists all the way up. 10 Not far from the town is the mouth of the river Orontes, which rising in the neighbourhood of Libanus and Antilibanus and traversing what is known as the plain of Amyce, passes through Antioch 11 carrying off all the sewage of that town by the force of its current and finally falling into the Cyprian Sea near Seleucia.

 p149  60 1 Antiochus first of all sent messages to those in charge of the town, offering them money and promising all kinds of rewards if he were put in possession of the place without fighting. 2 But being unable to persuade the officers in command, he corrupted some of their subordinates, and relying on their assistance he got his forces ready, intending to deliver the attack on the seaward side with the men of his fleet and on the land side with his army. 3 He divided his forces into three parts, and after addressing them in terms suitable to the occasion, and promising both the private soldiers and officers great rewards and crowns for valour, 4 he stationed Zeuxis and his division outside the gate leading to Antioch, Hermogenes was posted near the Dioscurium, and the task of attacking the port and suburb was entrusted to Ardys and Diognetus, since an agreement had been come to with the king's partisans within, that if he could take the suburb by storm, the town would be delivered up to him. 6 On the signal being given, a vigorous and powerful assault was simultaneously delivered from all sides, but the men under Ardys and Diognetus attacked with the greatest dash, 7 because, while at the other points an assault by scaling-ladders was altogether out of the question, unless the men could scramble up clinging more or less on all fours to the face of the cliff, yet ladders could safely be brought up and erected against the walls of the port and suburb. 8 So when the men from the fleet set up their ladders and made a determined attack on the port, and the force under Ardys in like manner assaulted the  p151 suburb, and no help could come from the city, as all points were threatened at once, the suburb very soon fell into the hands of Ardys. 9 Once it was taken, the subordinate officers who had been corrupted rushed to the commander Leontius advising him to come to terms with Antiochus before the town had been stormed. 10 Leontius, ignorant as he was of the treachery of his officers, but much alarmed by their loss of heart, sent out commissioners to Antiochus to treat for the safety of all in the city. 61 1 The king received them and agreed to spare the lives of all the free population, numbering about six thousand.º 2 When put in possession of the city he not only spared the free inhabitants, but brought home the Seleucian exiles and restored to them their civic rights and their property. He placed garrisons in the port and citadel.

3 On a letter reaching him while thus occupied from Theodotus, inviting him to come at once to Coele-Syria, which he was ready to put in his hands, he was much embarrassed and much at a loss to know what to do and how to treat the communication. 4 Theodotus, an Aetolian by birth, had, as I previously mentioned, rendered great services to Ptolemy's kingdom, but in return for them had not only received no thanks, but had been in danger of his life at the time of Antiochus' campaign against Molon.  p153 5 He now, being disgusted with the king and mistrusting the courtiers, had himself seized on Ptolemais and sent Panaetolus to seize on Tyre, and he urgently invited Antiochus to come. 6 The king, putting off his expedition against Achaeus and treating all other matters as of secondary importance, advanced with his army, marching by the same route as on the former occasion. 7 Passing through the defile called Marsyas, he encamped at the narrow passage near Gerra by the lake that lies in the middle. 8 Learning that Ptolemy's general Nicolaus was before Ptolemais besieging Theodotus there, he left his heavy-armed troops behind, giving the commanders orders to besiege Vrochi, the place that lies on the lake and commands the passage, while he himself advanced accompanied by the light-armed troops, with the object of raising the siege of Ptolemais. 9 But Nicolaus, who had heard of the king's arrival, left the neighbourhood himself, but sent Lagoras the Cretan and Dorymenes the Aetolian to occupy the pass near Berytus. 10 The king assaulted their position, put them to flight and encamped himself close to the pass. 62 1 There he waited until the arrival of the rest of his forces, and then after addressing his men in such terms as his designs required, advanced with the whole army, being now confident of success and eagerly anticipating the realization of his hopes. 2 On Theodotus, Panaetolus, and their friends meeting him, he received them courteously and took possession of Tyre, Ptolemais, and the material of war in these places, including  p155 forty ships, 3 twenty of them decked vessels admirably equipped, none with less than four banks of oars, and the remainder triremes, biremes, and pinnaces. 4 These he handed over to his admiral Diognetus, and on news reaching him that Ptolemy had come out to Memphis and that all his forces were collected at Pelusium, where they were opening the sluices and filling up the wells of drinking water, 5 he abandoned his project of attacking Pelusium, and visiting one city after another attempted to gain them either by force or by persuasion. 6 The minor cities were alarmed by his approach and went over to him, but those which relied on their defensive resources and natural strength held out, and he was compelled to waste his time in sitting down before them and besieging them.

7 Ptolemy whose obvious duty it was to march to the help of his dominions, attacked as they had been in such flagrant defiance of treaties, was too weak to entertain any such project, 8 so completely had all military preparations been neglected. 63 1 At length, however, Agathocles and Sosibius, who were then the king's chief ministers, took counsel together and decided on the only course possible under present circumstances. 2 For they resolved to occupy themselves with preparations for war, but in the meanwhile by negotiations to make Antiochus relax his activity, pretending to fortify him in the opinion of Ptolemy he had all along entertained, 3 which was that he would not venture to fight, but would by overtures and through his friends attempt to reason with him and  p157 persuade him to evacuate Coele-Syria. 4 On arriving at this decision Agathocles and Sosibius, who were charged with the conduct of the matter, began to communicate with Antiochus, and dispatching embassies at the same time to Rhodes, Byzantium, Cyzicus, and Aetolia invited these states to send missions to further the negotiations. 6 The arrival of these missions, which went backwards and forwards between the two kings, gave them ample facilities for gaining time to prosecute at leisure their warlike preparations. 7 Establishing themselves at Memphis they continued to receive these missions as well as Antiochus' own envoys, replying to all in conciliatory terms. 8 Meanwhile they recalled and assembled at Alexandria the mercenaries in their employment in foreign parts, 9 sending out recruiting officers also and getting ready provisions for the troops they already had and for those they were raising. 10 They also attended to all other preparations, paying constant visit to Alexandria by turns to see that none of the supplies required for their purpose were wanting. 11 The task of providing arms, selecting the men and organizing them they entrusted to Echecrates the Thessalian and Phoxidas of Melita, 12 assisted by Eurylochus the Magnesian, Socrates the Boeotian, and Cnopias of Allaria. 13 They were most well advised in availing themselves of the services of these men, who having served under Demetrius and Antigonus had some notion of the reality of war and of campaigning in general. 14 Taking the troops in  p159 hand they got them into shape by correct military methods. 64 1 First of all they divided them according to their ages and nationalities, and provided them in each case with suitable arms and accoutrements, paying no attention to the manner in which they had previously been armed; 2 in the next place they organized them as the necessities of the present situation required, breaking up the old regiments and abolishing the existing paymasters' lists, and having effected this, they drilled them, accustoming them not only to the word of command, but to the correct manipulation of their weapons. 4 They also held frequent reviews and addressed the men, great services in this respect being rendered by Andromachus of Aspendus and Polycrates of Argos, 5 who had recently arrived from Greece and in whom the spirit of Hellenic martial ardour and fertility of resource was still fresh, while at the same time they were distinguished by their origin and by their wealth, 6 and Polycrates more especially by the antiquity of his family and the reputation as an athlete of his father Mnesiades. 7 These with officers, by addressing the men both in public and in private, inspired them with enthusiasm and eagerness for the coming battle. 65 1 All the men I have mentioned held commands suited to their particular attainments. 2 Eurylochus of Magnesia commanded a body of about three thousand men known as the Royal Guard, Socrates the Boeotian had under him two thousand peltasts, 3 Phoxidas the Achaean, Ptolemy the son of Thraseas, and Andromachus of Aspendus exercised together in one body the phalanx and the Greek mercenaries, 4 the phalanx twenty-five thousand strong being under the command of Andromachus and  p161 Ptolemy and the mercenaries, numbering eight thousand, under that of Phoxidas. 5 Polycrates undertook the training of the cavalry of the guard, about seven hundred strong, and the Libyan and native Egyptian horse; all of whom, numbering about three thousand, were under his command. 6 It was Echecrates the Thessalian who trained most admirably the cavalry from Greece and all the mercenary cavalry, and thus rendered most signal service in the battle itself, 7 and Cnopias of Allaria too was second to none in the attention he paid to the force under him composed of three thousand Cretans, one thousand being Neocretans whom he placed under the command of Philo of Cnossus. 8 They also armed in the Macedonian fashion three thousand Libyans under the command of Ammonius of Barce. 9 The total native Egyptian force consisted of about twenty thousand heavy-armed men, and was commanded by Sosibius, 10 and they had also collected a force of Thracians and Gauls, about four thousand of them from among settlers in Egypt and their descendants, and two thousand lately raised elsewhere. These were commanded by Dionysius the Thracian.

11 Such were the numbers and nature of the army that Ptolemy was preparing. 66 1 Antiochus, who in the meanwhile had opened the siege of a town called Dura, but made no progress with it owing to the strength of the tribes and the support given it by Nicolaus, 2 now as winter was approaching agreed with Ptolemy's envoys to an armistice of  p163 four months, engaging to consent to a settlement of the whole dispute on the most lenient terms. 3 This was however very far from being the truth, but he was anxious not to be kept long away from his own dominions, but to winter with his army in Seleucia, as Achaeus was evidently plotting against him and undisguisedly acting in concert with Ptolemy. 4 This agreement having been made he dismissed the envoys, instructing them to meet him as soon as possible at Seleucia and communicate Ptolemy's decision to him. 5 Leaving adequate garrisons in the district, and placing Theodotus in general charge of it, he took his departure, and on reaching Seleucia dismissed his forces to their winter quarters and henceforward neglected to exercise his troops, feeling sure he would have no need to fight a battle, since he was already master of some portions of Coele-Syria and Phoenicia and expected to obtain possession of the rest by diplomacy 7 and with the consent of Ptolemy, who would never dare to risk a general battle. 8 This was the opinion held also by his envoys, as Sosibius, who was established at Memphis, always received them in a friendly manner, 9 and never allowed the envoys he himself kept sending to Antiochus to be eyewitnesses of the preparations in Alexandria.

67 1 But, to resume, when on this occasion the ambassadors returned to Sosibius they found him prepared for any emergency, 2 while the chief object of Antiochus was to prove himself in his interviews  p165 with embassies coming from Alexandria decidedly superior both in military strength and in the justice of his cause. 3 So that when the envoys arrived at Seleucia, and as they had been instructed by Sosibius, consented to discuss in detail the terms of the proposed arrangement, 4 the king in his arguments did not pretend to regard as a serious grievance the recent loss they had suffered by his obviously unjust occupation of Coele-Syria, and in fact did not on the whole reckon this act to have been an offence at all, since, as he maintained, he had only tried to recover possession of what was his own property, the soundest and justest title to the possession of Coele-Syria, according to which it was not Ptolemy's but his own, being its original occupation by Antigonus Monophtalmus and the rule of Seleucus over the district. For Ptolemy, he said, had waged war on Antigonus in order to establish the sovereignty of Seleucus over Coele-Syria and not his own. 8 But above all he urged the convention entered into by the kings after their victory over Antigonus, when all three of them, Cassander, Lysimachus, and Seleucus, after deliberating in common, decided that the whole of Syria should belong to Seleucus. 9 Ptolemy's envoys attempted to maintain the opposite case. They magnified the wrong they were suffering and represented the grievance as most serious, treating the treachery of Theodotus and Antiochus' invasion as a distinct violation of their rights, 10 adducing as evidence the occupation by Ptolemy, son of Lagus, and alleging that Ptolemy had aided Seleucus in the war under the stipulation, that while investing Seleucus with the sovereignty of the whole of Asia, he was to  p167 obtain Coele-Syria and Phoenicia for himself. 11 These and similar arguments were repeated again and again by both parties in the course of the negotiations and conferences, but absolutely no result was arrived at, since the controversy was conducted by the common friends of both monarchs, and there was no one to interpose between them with the power of preventing and restraining any disposition that displayed itself to transgress the bounds of justice. 12 The chief difficulty on both sides was the matter of Achaeus; for Ptolemy wished him to be included in the treaty, 13 but Antiochus absolutely refused to listen to this, thinking it a scandalous thing that Ptolemy should venture to take rebels under his protection or even allude to such persons.

68 1 The consequence was that both sides grew weary of negotiating, and there was no prospect yet of a conclusion being reached, when, on the approach of spring, Antiochus collected his forces with the object of invading Coele-Syria both by land and sea and reducing the remainder of it. 2 Ptolemy, entrusting the direction of the war entirely to Nicolaus, sent him abundant supplies to the neighbourhood of Gaza, and dispatched fresh military and naval forces. 3 Thus reinforced Nicolaus entered on the war in a spirit of confidence, all his requests being readily attended to by Perigenes, the admiral, 4 whom Ptolemy had placed in command of the fleet, which consisted of thirty decked ships and more than four hundred transports. Nicolaus was by birth an Aetolian, 5 and in military experience and martial  p169 courage was excelled by none of the officers in Ptolemy's service. 6 He had occupied with part of his forces the pass of Platanus, and with the rest, which he commanded in person, that near the town of Porphyrion, and here he awaited the king's attack, the fleet being anchored along shore to support him. 7 Antiochus reaching Marathus, the people of Aradus came to him asking for an alliance, and he not only granted this request, but put an end to their existing civil dissensions, by reconciling those on the island with those on the mainland. 8 After this, he advanced by the promontory called Theoprosopon and reached Berytus, having occupied Botrys on his way and burnt Trieres and Calamus. 9 From hence he sent on Nicarchus and Theodotus with orders to occupy the difficult passes near the river Lycus, and after resting his army advanced himself and encamped near the river Damuras, his admiral Diognetus coasting along parallel to him. 10 Thence once more taking with him the light-armed troops of his army which were under Theodotus and Nicarchus, he set out to reconnoitre the passes which Nicolaus had occupied. 11 After noting the features of the ground he returned himself to the camp and next day, leaving behind under command of Nicarchus his heavy-armed troops, moved on with the rest of his army to attempt the passage.

69 1 At this part of the coast it is reduced by the  p171 slopes of Libanus to a small and narrow zone, and across this itself runs a steep and rocky ridge, leaving only a very narrow and difficult passage along the sea-shore. 2 It was here that Nicolaus had posted himself, occupying some of the ground with a numerous force and securing other portions by artificial defenses, so that he felt sure of being able to prevent Antiochus from passing. 3 The king, dividing his force into three parts, entrusted the one to Theodotus, ordering him to attack and force the line under the actual foot of Libanus; the second he placed under the command of Menedemus, giving him detailed orders to attempt the passage of the spur in the centre, while he assigned to the third body under the command of Diocles, the military governor of Parapotamia, the task of attacking along the sea-shore. 6 He himself with his bodyguard took up a central position, wishing to command a view of the whole field and render assistance where required. 7 At the same time the fleets under Diognetus and Perigenes prepared for a naval engagement approach as near as possible to the shore, and attempting to make the battle at sea and on land present as it were a continuous front. 8 Upon the word of command for the attack being given simultaneously all along the line, the battle by sea remained undecided, as the two fleets were equally matched in number and efficiency, 9 while on land Nicolaus' forces at first had the upper hand, favoured as they were by the strength of their position; but when Theodotus forced back the enemy at the foot of the mountain and then charged from higher ground, Nicolaus and his whole force turned and  p173 fled precipitately. 10 About two thousand of them perished in the rout, and an equal number were taken prisoners, the rest retreating to Sidon. 11 Perigenes, who had high hope of success in the sea battle, when he saw the defeat of the army, lost confidence and retired in safety to the same place.

70 1 Antiochus, with his army, came and encamped before Sidon. 2 He refrained from making any attempt on the town, owing to the abundance of supplies with which it was furnished and the numbers of its inhabitants and of the forces which had taken refuge in it, but taking his army, marched himself on Philoteria, ordering the admiral Diognetus to sail back to Tyre with the fleet. 4 Philoteria lies off the shore of the lake into which the river Jordan falls, and from which it issues again to traverse the plains round Scythopolis. 5 Having obtained possession of both the above cities, which came to terms with him, he felt confident in the success of his future operations, as the territory subject to them was easily capable of supplying his whole army with food, and of furnishing everything necessary for the expedition in abundance. 6 Having secured both by garrisons, he crossed the mountainous country and reached Atabyrium, which lies on a conical hill, the ascent of which is more than fifteen stades. 7 By an ambuscade and a stratagem employed during the ascent he managed to take this city too: 8 for having provoked the garrison to sally out and skirmish, he  p175 enticed those of them who were in advance to follow his own retreating troops for a considerable distance down hill, and then turning the latter round and advancing, he attacked the enemy and killed many of them; 9 and finally following close on them and throwing them into panic took this city also by assault. 10 At this time Ceraeas, one of Ptolemy's officers, deserted to him, and by his distinguished treatment of him he turned the head of many of the enemy's commanders. 11 It was not long indeed before Hippolochus the Thessalian came to join him with four hundred horse who were in Ptolemy's service. 12 After garrisoning Atabyrium also, he advanced and took Pella, Camus, and Gephrus. 71 1 The consequence of this series of successes was that the Arab tribes in the neighbourhood, inciting each other to this step, unanimously adhered to him. 2 Strengthened by the prospect of their help and by the supplies with which they furnished him, he advanced and occupying Galatis, made himself master also of Abila and the force which had come to assist in its defence under the command of Nicias, a close friend and relative of Menneas. 3 Gadara still remained, a town considered to be the strongest in that district, and sitting down before it and bringing siege batteries to bear on it he very soon terrified it into submission. 4 In the next place, hearing that a considerable force of the enemy was collected at Rabbatama in Arabia and was occupied in overrunning and pillaging the country of the Arabs who had joined him, he dismissed all other projects and starting off at once encamped under the hill on which the town lies. 5 After making  p177 a circuit of the hill and observing that it was only accessible at two spots, he approached it there and chose those places for setting up his battering engines. 6 Placing some of them in charge of Nicarchus and others under Theodotus, he devoted himself henceforth to directing and superintending their respective activities. 7 Both Theodotus and Nicarchus displayed the greatest zeal, and there was continuous rivalry as to which would first cast down the wall in front of his machines; so that very shortly and before it was expected, the wall gave way in both places. After this they kept delivering assaults both by night and day, neglecting no opportunity and employing all their force. 8 Notwithstanding these frequent attempts they met with no success owing to the strength of the force collected in the town, until a prisoner revealed to them the position of the under­ground passage by which the besieged went down to draw water. This they burst into and filled it up with wood, stones, and all such kinds of things, 10 upon which those in the city yielded owing to the want of water and surrendered. 11 Having thus got possession of Rabbatama, Antiochus left Nicarchus in it with an adequate garrison, and now sending the revolted leaders Hippolochus and Ceraeas with a force of five thousand foot to the district of Samaria, with orders to protect the conquered territory and assure the safety of all the troops he had left in it, 12 he returned with his army  p179 to Ptolemais, where he had decided to pass the winter.

72 1 During the same summer the people of Pednelissus, being besieged by those of Selge and in danger of capture, sent a message to Achaeus asking for help. 2 Upon his readily agreeing, the Pednelissians henceforth sustained the siege with constancy, buoyed up by their hopes of succour, and Achaeus, appointing Garsyeris to command the expedition, dispatched him with six thousand foot and five hundred horse to their assistance. 4 The Selgians, hearing of the approach of the force, occupied with the greater part of their own troops the pass at the place called the Ladder: holding the entrance to Saporda and destroying all the passages and approaches. 5 Garsyeris, when he heard that the pass had been occupied and that progress was therefore impossible, bethought himself of the following ruse. 6 He broke up his camp, and began to march back, as if he despaired of being able to relieve Pednelissus owing to the occupation of the pass; 7 upon which the Selgians, readily believing that Garsyeris had abandoned his attempt, retired some of them to their camp and others to their own city, as the harvest was near at hand. 8 Garsyeris now faced round again, and by a forced march reached the pass, which he found abandoned; and having placed a garrison at it under the command of Phayllus, 9 descended with his army to Perge, and thence sent embassies to the other  p181 Pisidian cities and to Pamphylia, 10 calling attention to the growing power of Selge and inviting them all to ally themselves with Achaeus and assist Pednelissus. 73 1 Meanwhile the Selgians had sent out a general with an army, and were in hopes of surprising Phayllus owing to their knowledge of the ground and driving him out of his entrenchments. 2 But on meeting with no success and losing many of their men in the attack, they abandoned this design, continuing, however, to pursue their siege operations more obstinately even than before. 3 The Etennes, who inhabit the highlands of Pisidia above Side, sent Garsyeris eight thousand hoplites, and the people of Aspendus half that number; 4 but the people of Side, partly from a wish to ingratiate themselves with Antiochus and partly owing to their hatred of the Aspendians, did not contribute to the relieving force. 5 Garsyeris now, taking with him the reinforcements and his own army, came to Pednelissus, flattering himself that he would raise the siege at the first attack, but as the Selgians showed no signs of dismay he encamped at a certain distance away. 6 As the Pednelissians were hard pressed by famine, Garsyeris, who was anxious to do all in his power to relieve them, got ready two thousand men, and giving each of them a medimnus of wheat, tried to send them in to Pednelissus by night. 7 But the Selgians, getting intelligence of this, fell upon them, and most of the men carrying the cornº were cut to pieces, the whole of the grain falling into the hands of the Selgians. 8 Elated by this success they now undertook to storm not only the city, but the  p183 camp of Garsyeris; for the Selgians always show a bold and dare-devil spirit in war. 9 Leaving, therefore, behind only the forces that were necessary to guard their camp, with the rest they surrounded and attacked with great courage that of the enemy in several places simultaneously. 10 Attacked unexpectedly on every side, and the stockade having been already forced in some places, Garsyeris, seeing the state of matters and with but slender hopes of victory, sent out his cavalry at a spot which had been left unguarded. 11 The Selgians, thinking that these horsemen were panic-struck and that they meant to retire for fear of the fate that threatened them, paid no attention to this move, but simply ignored them. 12 But this body of cavalry, riding round the enemy and getting to his rear, delivered a vigorous onslaught, upon which Garsyeris' infantry, although already retreating, plucked up courage again and facing round defended themselves against their aggressors. 14 The Selgians were thus surrounded on all sides, and finally took to flight, 15 the Pednelissians at the same time attacking the camp and driving out the garrison that had been left in it. 16 The pursuit continued for a great distance, and not less than ten thousand were killed, while of the rest the allies fled to their respective homes, and the Selgians across the hills to their own city.

74 1 Garsyeris at once broke up his camp and followed closely on the runaways, hoping to traverse the passes and approach the city before the fugitives could rally and resolve on any measures for meeting his approach. 2 Upon his arriving with his army before the city, 3 the Selgians, placing no reliance on  p185 their allies, who had suffered equally with themselves, and thoroughly dispirited by the disaster they had met with, fell into complete dismay for themselves and their country. 4 Calling a public assembly, therefore, they decided to send out as commissioner one of their citizens named Logbasis, who had often entertained and had been for long on terms of intimacy with that Antiochus who lost his life in Thrace,​5 5 and who, when Laodice, who afterwards became the wife of Achaeus, was placed under his charge, had brought up the young lady as his own daughter and treated her with especial kindness. 6 The Selgians sent him therefore, thinking that he was especially suited to undertake such a mission; 7 but in a private interview with Garsyeris he was so far from showing a disposition to be helpful to his country, as was his duty, that on the other hand he begged Garsyeris to send for Achaeus at once, engaging to betray the city to them. 8 Garsyeris, eagerly catching at the proposal, sent messengers to Achaeus inviting him to come and informing him of what was doing, 9 while he made a truce with the Selgians and dragged on the negotiations, raising perpetual disputes and scruples on points of detail, so that Achaeus might have time to arrive and Logbasis full leisure to communicate with his friends and make preparations for the design.

75 1 During this time, as the two parties frequently met for discussion, it became a constant practice for those in the camp to enter the city for the purpose of purchasing provisions. 2 This is a practice which has proved fatal to many on many occasions. And  p187 indeed it seems to me that man, who is supposed to be the most cunning of all animals, is in fact the most easily duped. 3 For how many camps and fortresses, how many great cities have not been betrayed by this means? 4 And though this has constantly happened in the sight of all men, yet somehow or other we always remain novices and display all the candour of youth with regard to such tricks. 5 The reason of this is that we have not ready to hand in our memories the various disasters that have overtaken others, but while we spare no pains and expense in laying in supplies of corn and money and in constructing walls and providing missiles to guard against surprises, 6 we all completely neglect the very easiest precaution and that which is of the greatest service at a critical moment, although we can gain this experience from study of history and inquiry while enjoying honourable repose and procuring entertainment for our minds.

7 Achaeus, then, arrived at the time he was expected, and the Selgians on meeting him had great hopes of receiving the kindest treatment in every respect from him. 8 Meanwhile Logbasis, who had gradually collected in his own house some of the soldiers from the camp who had entered the town, continued to advise the citizens, in view of the kindly feelings that Achaeus displayed, not to lose the opportunity, 9 but to take action and put a finish to the negotiations, holding a general assembly to discuss the situation. 10 The meeting soon assembled and the discussion was proceeding, all those serving on guard having been summoned, so that matter  p189 might be decided for good and all. 76 1 Meanwhile Logbasis had given the signal to the enemy that the moment had come, and was getting ready the soldiers collected in his house and arming himself and his sons for the coming fight. 2 Achaeus with half of his forces was advancing on the city itself, and Garsyeris with the rest was approaching the so‑called Cesbedium, which is a temple of Zeus and commands the city, being in the nature of a citadel. 3 A certain goat-herd happened to notice the movement and brought the news to the assembly, upon which some of the citizens hastened to occupy the Cesbedium and others repaired to their posts, while the larger number in their anger made for Logbasis' house. 4 The evidence of his treachery being now clear, some mounted the roof, and others, breaking through the front gate, massacred Logbasis, his sons, and all the rest whom they found there. 5 After this they proclaimed the freedom of their slaves, and dividing into separate parties, went to defend the exposed spots. 6 Garsyeris, now, seeing that the Cesbedium was already occupied, abandoned his attempt, 7 and on Achaeus trying to force an entrance through the gates, the Selgians made a sally, and after killing seven hundred of the Mysians, forced the remainder to give up the attack. 8 After the action Achaeus and Garsyeris withdrew to their camp, and the Selgians, afraid of civil discord among themselves and also of a siege by the enemy, sent their elders out in the guise of suppliants, and making a truce, put an end to the war on the following terms. 10 They were to pay at once 400 talents and  p191 to give up the Pednelissian prisoners, and they engaged to pay a further sum of 300 talents after a certain interval.

11 Thus the Selgians, after nearly losing their country owing to the impious treachery of Logbasis, preserved it by their own valour and disgraced neither their liberty nor their kinship with the Lacedaemonians. 77 1 Achaeus, now, after subjecting Milyas and the greater part of Pamphylia, departed, and on reaching Sardis continued to make war on Attalus, began to menace Prusias, and made himself a serious object of dread to all the inhabitants on this side of the Taurus.

2 At the time when Achaeus was engaged in his expedition against Selge, Attalus with the Gaulish tribe of the Aegosagae visited the cities in Aeolis and on its borders, which had formerly adhered to Achaeus out of fear. 3 Most of them joined him willingly and gladly, but in some cases force was necessary. 4 The ones which went over to his side on this occasion were firstly Cyme, Smyrna, and Phocaea, Aegae and Temnus subsequently adhering to him in fear of his attack. 5 The Teians and Colophonians also sent embassies delivering up themselves and their cities. 6 Accepting their adhesion on the same terms as formerly and taking hostages, he showed especial consideration to the envoys from Smyrna, as this city had been most constant in its loyalty to him. 7 Continuing his progress and crossing the river Lycus he advanced on the Mysian communities,  p193 and after having dealt with them reached Carseae. 8 Overawing the people of this city and also the garrison of Didymateiche he took possession of these places likewise, when Themistocles, the general left in charge of the district by Achaeus, surrendered them to him. 9 Starting thence and laying waste the plain of Apia he crossed Mount Pelecas and encamped near the river Megistus.

78 1 While he was here, an eclipse of the moon took place,​b and the Gauls, who had all along been aggrieved by the hardships of the march — since they made the campaign accompanied by their wives and children, who followed them in wagons — 2 considering this a bad omen, refused to advance further. 3 King Attalus, to whom they rendered no service of vital importance, and who noticed that they detached themselves from the column on the march and encamped by themselves and were altogether most insubordinate and self-assertive, found himself in no little perplexity. 4 On the one hand he feared lest they should desert to Achaeus and join him in attacking himself, and on the other he was apprehensive of the reputation he would gain if he ordered his soldiers to surround and destroy all these men who were thought to have crossed to Asia relying on pledges he had given them. 5 Accordingly, availing himself of the pretext of this refusal, he promised for the present to take them back to the place where they had crossed and give them suitable land in which to settle and afterwards to attend as far as lay in his power to all reasonable requests they made.

6 Attalus, then, after taking the Aegosagae back to the  p195 Hellespont and entering into friendly negotiations with the people of Lampsacus, Alexander Troas, and Ilium, who had all remained loyal to him, returned with his army to Pergamum.

79 1 By the beginning of spring Antiochus and Ptolemy had completed their preparations and were determined on deciding the fate of the Syrian expedition by a battle. 2 Now Ptolemy started from Alexandria with an army of seventy thousand foot, five thousand horse, and seventy-three elephants, 3 and Antiochus, on learning of his advance, concentrated his forces. These consisted first of Daae, Carmanians, and Cilicians, light-armed troops about five thousand in number organized and commanded by Byttacus the Macedonian. 4 Under Theodotus the Aetolian, who had played the traitor to Ptolemy, was a force of ten thousand selected from every part of the kingdom and armed in the Macedonian manner, most of them with silver shields. 5 The phalanx was about twenty thousand strong and was under the command of Nicarchus and Theodotus surnamed Hemiolius. 6 There were Agrianian and Persian bowmen and slingers to the number of two thousand, and with them two thousand Thracians, all under the command of Menedemus of Alabanda. 7 Aspasianus the Mede had under him a force of about five thousand Medes, Cissians, Cadusians, and Carmanians. 8 The Arabs and neighbouring tribes numbered about ten thousand and were commanded by Zabdibelus. 9 Hippolochus the Thessalian commanded the mercenaries from Greece, five thousand  p197 in number. 10 Antiochus had also fifteen hundred Cretans under Eurylochus and a thousand Neocretans under Zelys of Gortyna. 11 With these were five hundred Lydian javelineers and a thousand Cardaces under Lysimachus the Gaul. 12 The cavalry numbered six thousand in all, four thousand of them being commanded by Antipater the king's nephew and the rest by Themison. 13 The whole army of Antiochus consisted of sixty-two thousand foot, six thousand horse, and a hundred and two elephants.

80 1 Ptolemy, marching on Pelusium, made his first halt at that city, 2 and after picking up stragglers and serving out rations to his men moved on marching through the desert and skirting Mount Casius and the marshes called Barathra. 3 Reaching the spot he was bound for on the fifth day he encamped at a distance of fifty stades from Raphia, which is the first city of Coele-Syria on the Egyptian side after Rhinocolura. 4 Antiochus was approaching at the same time with his army, and after reaching Gaza and resting his forces there, continued to advance slowly. Passing Raphia he encamped by night at a distance of ten stades from the enemy. 5 At first the two armies continued to remain at this distance from each other, 6 but after a few days Antiochus, with the object of finding a more suitable position for his camp and at the same time wishing to encourage  p199 his troops, encamped so near Ptolemy that the distance between the two camps was not more than five stades. 7 Skirmishes were now frequent between the watering and foraging parties, and there was occasional interchange of missiles between the cavalry and even the infantry.

81 1 During this time Theodotus made a daring attempt, which, though characteristic of an Aetolian, showed no lack of courage. 2 As from his former intimacy with Ptolemy he was familiar with his tastes and habits, he entered the camp at early dawn with two others. 3 It was too dark for his face to be recognized, and there was nothing to attract attention in his dress and general appearance, as their army also was mixed. 4 He had noticed on previous days the position of the king's tent, as the skirmishes had come up quite near to the camp, and making boldly for it, he passed all the first guards without being noticed and, 5 bursting into the tent in which the king used to dine and transact business, searched everywhere. He failed indeed to find the king, who was in the habit of retiring to rest outside the principal and official tent, 6 but after wounding two of those who slept there and killing the king's physician Andreas, he returned in safety to his own camp, although slightly molested as he was leaving that of the enemy, 7 and thus as far as daring went accomplished his enterprise, but was foiled only by his lack of foresight in omitting to ascertain exactly where the king was in the habit of sleeping.

82 1 The kings after remaining encamped opposite  p201 each other for five days both resolved to decide matters by a battle. 2 The moment that Ptolemy began to move his army out of camp, Antiochus followed his example. Both of them placed the phalanxes of the picked troops armed in the Macedonian fashion confronting each other in the centre. 3 Ptolemy's two wings were formed as follows. Polycrates with his cavalry held the extreme left wing, 4 and between him and the phalanx stood first the Cretans, next the cavalry, then the royal guard, then the peltasts under Socrates, these latter being next those Lybians who were armed in the Macedonian manner. 5 On the extreme right wing was Echecrates with his cavalry, and on his left stood Gauls and Thracians, 6 and next them was Phoxidas with his Greek mercenaries in immediate contact with the Egyptian phalanx. 7 Of the elephants forty were posted on the left where Ptolemy himself was about to fight, and the remaining thirty-three in front of the mercenary cavalry on the right wing. 8 Antiochus placed sixty of his elephants under the command of his foster-brother Philip in front of his right wing, where he was to fight in person against Ptolemy. 9 Behind the elephants he posted two thousand horse under Antipater and two thousand more at an angle with them. 10 Next the cavalry facing the front, he placed the Cretans, then the  p203 mercenaries from Greece and next these the five thousand armed in the Macedonian fashion under the command of Byttacus the Macedonian. 11 On his extreme left wing he posted two thousand horse under the command of Themison, next these the Cardacian and Lydian javelineers, then three thousand light-armed troops under Menedemus, 12 after these the Cissians, Medes, and Carmanians, and finally, in contact with the phalanx, the Arabs and neighbouring tribes. 13 His remaining elephants he placed in front of his left wing under the command of Myïcus, one of the young men who had been brought up at court.

83 1 The armies having been drawn up in this fashion, both the kings rode along the line accompanied by their officers and friends, and addressed their soldiers. 2 As they relied chiefly on the phalanx, it was to these troops that they made the most earnest appeal, 3 Ptolemy being supported by Andromachus, Sosibius and his sister Arsinoë and Antiochus by Theodotus and Nicarchus, these being the commanders of the phalanx on either side. 4 The substance of the addresses was on both sides very similar. For neither king could cite any glorious and generally recognized achievement of his own, 5 so that it was by reminding the troops of the glorious deeds of their ancestors that they attempted to inspire them with spirit and courage. 6 They laid the greatest  p205 stress, however, on the rewards which they might be expected to bestow in the future, and urged and exhorted both the leaders in particular and all those who were about to be engaged in general to bear themselves therefore like gallant men in the coming battle. 7 So with these or similar words spoken either by themselves or by their interpreters they rode along the line.

84 1 When Ptolemy and his sister after their progress had reached the extremity of his left wing and Antiochus with his horse-guards had reached his extreme right, they gave the signal for battle and brought the elephants first into action. 2 A few only of Ptolemy's elephants ventured to close with those of the enemy, and now the men in the towers on the back of these beasts made a gallant fight of it, striking with their pikes at close quarters and wounding each other, while the elephants themselves fought still better, putting forth their whole strength and meeting forehead to forehead. 4 The way in which these animals fight is as follows. With their tusks firmly interlocked they shove with all their might, each trying to force the other to give ground, until the one who proves strongest pushes aside the other's trunk, 4 and then, when he has once made him turn and has him in the flank, he gores him with his tusks as a bull does with his horns. 5 Most of Ptolemy's elephants, however, declined the combat, as is the habit of African elephants; 6 for unable to stand the smell and the trumpeting of the Indian elephants, and terrified, I suppose, also by their great size and strength, they at once turn tail and take to flight before they get near them. 7 This is what happened on the present occasion; and when Ptolemy's elephants were thus thrown into confusion  p207 and driven back on their own lines, Ptolemy's guard gave way under the pressure of the animals. 8 Meanwhile Antiochus and his cavalry riding past the flank of the elephants on the outside attacked Polycrates and the cavalry under his command, 9 while at the same time on the other side of the elephants the Greek mercenaries next the phalanx fell upon Ptolemy's peltasts and drove them back, their ranks having been already thrown into confusion by the elephants. 10 Thus the whole of Ptolemy's left wing was hard pressed and in retreat. 85 1 Echecrates who commanded the right wing at first waited for the result of the engagement between the other wings, but when he saw the cloud of dust being carried in his direction, and their own elephants not even daring to approach those of the enemy, 2 he ordered Phoxidas with the mercenaries from Greece to attack the hostile force in his front, 3 while he himself with his cavalry and the division immediately behind the elephants moving off the field and round the enemy's flank, avoided the onset of the animals and speedily put to flight the cavalry of the enemy, charging them both in flank and rear. 4 Phoxidas and his men met with the same success; for charging the Arabs and Medes they forced them to headlong flight. 5 Antiochus' right wing then was victorious, while his left wing was being worsted in the manner I have described. 6 Meanwhile the phalanxes stripped of both their wings remained intact in the middle of the plain, swayed alternately by hope and fear.  p209 7 Antiochus was still occupied in pursuing his advantage on the right wing, 8 but Ptolemy having retired under shelter of the phalanx suddenly came forward and showing himself to his troops caused consternation among the enemy and inspired his own men with increased alacrity and spirit. 9 Lowering their pikes, therefore, the phalanx under Andromachus and Sosibius advanced to the charge. 10 For a short time the picked Syrian troops resisted, but those under Nicarchus quickly turned and fled. 11 Antiochus all this time, being still young and inexperienced and supposing from his own success that his army was victorious in other parts of the field too, was following up the fugitives. 12 But at length on one of his elder officers calling his attention to the fact that the cloud of dust was moving from the phalanx towards his own camp he realized what had happened, and attempted to return to the battle-field with his horse-guards. 13 But finding that his whole army had taken to flight, he retired to Raphia, in the confident belief that as far as it depended on himself he had won the battle, but had suffered this disaster owing to the base cowardice of the rest.

86 1 Ptolemy having thus obtained a decisive victory by his phalanx, and having killed many of the enemy in the pursuit by the hands of the cavalry and mercenaries of his right wing, retired and spent the night in his former camp. 2 Next day, after picking up and burying his own dead and despoiling those of the enemy, he broke up his camp and advanced on Raphia. 3 Antiochus after his flight had wished to  p211 take up at once a position outside the town collecting the scattered groups of fugitives; but as most of them had taken refuge in the city, he was compelled to enter it himself also. 4 At daybreak he left for Gaza at the head of the surviving portion of his army, and encamping there sent a message asking for leave to collect his dead whom he buried under cover of this truce. 5 His losses in killed alone had amounted to nearly ten thousand footmen and more than three hundred horsemen, while more than four thousand had been taken prisoners. 6 Three of his elephants perished in the battle and two died of their wounds. Ptolemy had lost about fifteen hundred foot and seven hundred horse, killed; sixteen of his elephants were killed and most of them captured.

7 Such was the result of the battle of Raphia fought by the kings for the possession of Coele-Syria. 8 After paying the last honours to the dead Antiochus returned to his own kingdom with his army, and Ptolemy took without resistance Raphia and the other towns, each community endeavouring to anticipate its neighbours in going over to him and resuming its allegiance. 9 Possibly all men at such times are more or less disposed to adapt themselves to the needs of the hour, and the natives of these parts are naturally more prone than others to bestow their affections at the bidding of circumstances. 10 But at this juncture it was only to be expected that they  p213 should act so, as their affection for the Egyptian kings was of no recent growth; for the peoples of Coele-Syria have always been more attached to that house than to the Seleucidae. 11 So now there was no extravagance of adulation to which they did not proceed, honouring Ptolemy with crowns, sacrifices, altars dedicated to him and every distinction of the kind.

87 1 Antiochus, on reaching the town which bears his name, at once dispatched his nephew Antipater and Theodotus Hemiolius to treat with Ptolemy for peace, as he was seriously afraid of an invasion by the enemy. 2 For he had no confidence in his own soldiers owing to his recent reverse, and he feared lest Achaeus should avail himself of the opportunity to attack him. 3 Ptolemy took none of these matters into consideration, but delighted as he was at his recent unexpected success and generally at having surpassed his expectations by regaining possession of Coele-Syria, was not averse to peace, in fact rather too much inclined to it, being drawn towards it by his indolent and depraved habit of life. 4 When, therefore, Antipater and his fellow ambassador arrived, after a little bluster and some show of expostulation with Antiochus for his conduct, he granted a truce for a year. 6 Sending back Sosibius with the ambassadors to ratify the treaty, he remained himself for three months in Syria and Phoenicia establishing order in the towns, and then, leaving Andromachus behind as military governor of the whole district, he returned with his sister and his friends to Alexandria, 7 having brought the war to an end in a manner that astonished his subjects in view  p215 of his character in general. 8 Antiochus after concluding the treaty with Sosibius occupied himself with his original project of operations against Achaeus.

88 1 Such was the state of matters in Asia. At about the same time I have been speaking of the Rhodians, availing themselves of the pretext of the earthquake which had occurred a short time previously and which had cast down their great Colossus and most of the walls and arsenals, 2 made such practical use of the incident that disaster was a cause of improvement to them rather than of damage. 3 So great is the difference both to individuals and to states between carefulness and wisdom on the one hand, and folly with negligence on the other, that in the latter case good fortune actually inflicts damage, while in the former disaster is the cause of profit. 4 The Rhodians at least so dealt with the matter, that by laying stress on the greatness of the calamity and its dreadful character and by conducting themselves at public audiences and in private intercourse with the greatest seriousness and dignity, they had such an effect on cities and especially on kings that not only did they receive most lavish gifts, but that the donors themselves felt that a favour was being conferred on them. 5 For Hiero and Gelo not only gave seventy-five silver talents, partly at once and the rest very shortly afterwards, to supply oil in the gymnasium, but dedicated silver cauldrons with their bases and a certain number of water-pitchers, 6 and in addition to this granted ten talents for sacrifices and ten more to qualify new men for citizen­ship, so  p217 as to bring the whole gift up to a hundred talents. 7 They also relieved Rhodian ships trading to their ports from the payment of customs, and presented the city with fifty catapults three cubits long. 8 And finally, after bestowing so many gifts, they erected, just as if they were still under an obligation, in the Deigma or Mart at Rhodes a group representing the People of Rhodes being crowned by the People of Syracuse. 89 1 Ptolemy also promised them three hundred talents of silver, a million artabae6 of corn,º timber for the construction of ten quinqueremes and ten triremes, forty thousand cubits (good measure) of squared deal planking, a thousand talents of coined bronze, three thousand talents​7 of tow, three thousand pieces of sail-cloth, three thousand talents (of bronze?) for the restoration of the Colossus, a hundred master builders and three hundred and fifty masons, and fourteen talents per annum for their pay, and besides all this, twelve thousand artabae of corn for the games and sacrifices and twenty thousand artabae to feed the crews of ten triremes. 5 Most of these things and the third part of the money he gave them at once. 6 Antigonus in like manner gave them ten thousand pieces of timber ranging from eight to sixteen cubits in length to be used as rafters, five thousand beams of seven cubits long, three thousand talents of iron,​c a thousand talents of pitch, a thousand amphorae of raw pitch and a hundred talents of silver, 7 while Chryseis his wife gave them a hundred thousand medimni of corn and three thousand talents of lead. 8 Seleucus, the father of Antiochus, besides exempting  p219 Rhodians trading to his dominions from custom duties, presented them with ten quinqueremes fully equipped, two hundred thousand medimni of corn, ten thousand cubits of timber and a thousand talents of hair and resin. 90 1 Similar gifts were made by Prusias and Mithridates as well as by the other Asiatic princelets of the time, Lysanias, Olympichus,º and Limnaeus. 2 As for towns which contributed, each according to its means, it would be difficult to enumerate them. 3 So that when one looks at the comparatively recent date of the foundation of the city of Rhodes and its small beginnings one is very much surprised at the rapid increase of public and private wealth which has taken place in so short a time; 4 but when one considers its advantageous position and the large influx from abroad of all required to supplement its own resources, one is no longer surprised, but thinks that the wealth of Rhodes fall short rather of what it should be.

5 I have said so much on this subject to illustrate in the first place the dignity with which the Rhodians conduct their public affairs — for in this respect they are worthy of all praise and imitation — and secondly the stinginess of the kings of the present day and the meanness of our states and cities, so that a king who gives away four or five talents may not fancy he has done anything very great and expect the same honour and the same affection from the Greeks that former kings enjoyed; 7 and secondly in order that cities, taking into consideration the value of the gifts formerly bestowed on them, may not now forget themselves so far as to lavish their greatest and most splendid distinctions for the sake of a few mean and paltry benefits, 8 but may endeavour to  p221 maintain the principle of estimating everything at its true value — a principle peculiarly distinctive of the Greek nation.

91 1 In the early summer of the year in which Agetas was strategus of the Aetolians and shortly after Aratus had entered on the same office in Achaea — that being the date at which I interrupted my narrative of the Social War — Lycurgus of Sparta came back from Aetolia; 2 for the ephors, who had discovered that the charge of which he had been condemned to exile was false, sent to him and invited him to return. 3 He began to make arrangements with Pyrrhias the Aetolian, who was then the strategus of the Eleans, for an invasion of Messenia. 4 Aratus had found the mercenary forces of the Achaeans disaffected and the cities not at all disposed to tax themselves for the purpose of maintaining them, a state of matters due to the incompetent and careless manner in which his predecessor Eperatus had, as I mentioned above, conducted the affairs of the League. 5 However, he made an appeal to the Achaeans, and obtaining a decree on the subject, occupied himself actively with preparations for war. 6 The substance of the decree was as follows. They were to keep up a mercenary force of eight thousand foot and five hundred horse and a picked Achaean force of three thousand foot and three hundred horse, 7 including five hundred foot and fifty horse from Megalopolis, all brazen-shielded, and an equal number of Argives. 8 They also decided to have three ships cruising off the Acte and in the Gulf of Argolis and three more in the neighbourhood of Patrae and Dyme and in those seas.

92 1 Aratus, being thus occupied and engaged in  p223 these preparations, 2 Lycurgus and Pyrrhias, after communicating with each other and arranging to start at the same time, advanced towards Messenia. 3 The Achaean strategus, on getting word of their project, came to Megalopolis with the mercenaries and some of the picked Achaean force to help the Messenians. 4 Lycurgus, moving out of Laconia, took by treachery Calamae, a strong place in Messenia, and then advanced with the object of joining the Aetolians. 5 But Pyrrhias, who had left Elis with quite a slight force and who had at once met with a check at the hands of the people of Cyparissia as he was entering Messenia, returned. 6 Lycurgus, therefore, as he neither could manage to join Pyrrhias nor was strong enough by himself, after delivering some feeble assaults on Andania, returned to Sparta without having effected anything. 7 Aratus, after the failure of the enemy's project, took a very proper step in view of future contingencies by arranging with Taurion and the Messenians respectively to get ready and dispatch fifty horse and five hundred foot, 8 designing to use these troops for protecting Messenia and the territories of Megalopolis, Tegea, 9 and Argos — these being the districts which border of Laconia and are more exposed than the rest of the Peloponnese to an inroad from thence — 10 and to guard the parts of Achaea turned towards Aetolia and Elis with his picked Achaean force and his mercenaries.

93 1  After having arranged this, he put an end to the intestine disputes of the Megalopolitans by a decree of the Achaeans. 2 They had only recently been ejected from their city by Cleomenes, and as the saying is, utterly uprooted, and consequently they were in absolute want of many things and were ill provided with everything. 3 It is true that they retained their high spirit; but in every respect the shortage of their supplies both in public and private was a source of weakness to them. 4 In consequence disputes, jealousies, and mutual hatred were rife among them, as usually happens both in public and private life when men have not sufficient means to give effect to their projects. 5 The first matter of dispute was the fortification of the city, some saying that it ought to be reduced to a size which would enable them to complete the wall if they undertook to build one and to defend it in time of danger. It was just its size, they said, and the sparseness of the inhabitants which had proved fatal to the town. 6 The same party proposed that landowners should contribute the third part of their estates, for making up the number of additional citizens required. 7 Their opponents neither approved of reducing the size of the city nor were disposed to contribute the third part of their property. 8 The most serious controversy of all, however, was in regard to the laws framed for them by Prytanis, an eminent member of the Peripatetic school, whom Antigonus had sent to them to draw up a code. 9 Such being the matters in dispute, Aratus exerted himself by every means in his power to reconcile the rival factions, 10 and the terms on which they finally composed their difference were engraved  p227 on a stone and set up beside the altar of Hestia in the Homarium.

94 1 After this settlement he left Megalopolis and went to take part in the Achaean Assembly, leaving the mercenaries under the command of Lycus of Pharae, who was then sub-strategus of the League. 2 The Eleans, who were dissatisfied with Pyrrhias, now procured from the Aetolians the services of Euripidas, 3 and he, waiting for the time when the Achaean Assembly met, took sixty horse and two thousand foot, and leaving Elis passed through the territory of Pharae and overran Achaea as far as that of Aegium. 4 Having collected a considerable amount of booty, he was retreating towards Leontium, 5 when Lycus, learning of the inroad, hastened to the rescue and encountering the enemy at once charged them and killed about four hundred, taking about two thousand prisoners, 6 among whom were the following men of rank: Physsias, Antanor, Clearchus, Androlochus, Euanorides, Aristogeiton, Nicasippus, and Aspasius. He also captured all their arms and baggage. 7 Just about the same time the Achaean naval commander made a landing at Molycria and came back with nearly a hundred captured slaves. 8 Starting again he sailed to Chalceia, and on the enemy coming to the assistance of that town he captured two warships with their crews and afterwards took with its crew an Aetolian galley near Rhium. 9 So that all this booty coming in from land and sea at the same time, with considerable benefit both to the exchequer and the commissariat, the soldiers felt confident that they would receive their  p229 pay and the cities that they would not be unduly burdened by war contributions.

95 1 Simultaneously with these events Scerdilaïdas, considering himself wronged by the king, as the sum due to him by the terms of their agreement had not been paid in full, sent out fifteen galleys with the design of securing payment by trickery. 2 They sailed to Leucas where they were received as friends by everyone, owing to their previous co-operation in the war. 3 The only damage, however, that they managed to do here, was that when the Corinthians Agathinus and Cassander who were in command of Taurion's squadron anchored with four sail in the same harbour, regarding them as friends, they made a treacherous attack upon them, and capturing them together with the ships, sent them to Scerdilaïdas. 4 After this they left Leucas, and sailing to Malea began to plunder and capture merchantmen.

5 It was now nearly harvest time, and as Taurion had neglected the task of protecting the cities I mentioned, Aratus with his picked Achaean force remained to cover harvesting operations in Argolis, 6 and in consequence Euripidas with his Aetolians crossed the frontier with the view of pillaging the territory of Tritaea. 7 Lycus and Demodocus, the commander of the Aetolians from Elis, collected the levies of Dyme, Patrae, and Pharae and with these troops and the mercenaries invaded Elis. 8 Reaching the place called Phyxium, they sent out  p231 their light-armed infantry and their cavalry to overrun the country, placing their heavy-armed troops in ambush near this place. 9 When the Eleans with their whole force arrived to defend the country from pillage and followed up the retreating marauders, Lycus issued from his ambuscade and fell upon the foremost of them. 10 The Eleans did not await the charge, but turned and ran at once on the appearance of the enemy, who killed about two hundred of them and captured eighty, bringing in all the booty they had collected in safety. 11 At about the same time the Achaean naval commander made repeated descents on the coast of Calydon and Naupactus, ravaging the country and twice routing the force sent to protect it. 12 He also captured Cleonicus of Naupactus, who since he was proxenus of the Achaeans, was not sold as a slave on the spot and was shortly afterwards set at liberty without ransom.

96 1 At the same period Agetas, the Aetolian strategus, with the whole Aetolian citizen force plundered Acarnania and overran the whole of Epirus, pillaging the country with impunity. 2 After this performance he returned and dismissed the Aetolians to their several cities. 3 The Acarnanians now made a counter-attack on the territory of Stratus and being overtaken by panic, effected a retreat, which if not honourable was at least unaccompanied by loss, as the garrison of Stratus were afraid of pursuing them since they suspected their retreat was a ruse to lead them into an ambush.

4 The following instance of treachery countered by treachery also took place at Phanoteus. Alexander, who had been appointed to the command in Phocis  p233 by Philip, made a plan for outwitting the Aetolians by the agency of a certain Jason whom he had placed in charge of Phanoteus. 5 This Jason sent a message to Agetas the Aetolian strategus offering to betray the citadel of that town to him, and entered into an agreement to do so confirmed by oath. 6 On the appointed day Agetas with his Aetolians came to Phanoteus under cover of night, and concealing the rest of his force at a certain distance sent on a picked body of a hundred to the citadel. 7 Jason had Alexander ready in the city with some troops, and receiving these Aetolian soldiers he introduced them all into the citadel as he had sworn. 8 Alexander now burst in at once with his men, and the hundred picked Aetolians were captured. Agetas, when day broke, perceived what had happened and withdrew his forces, having thus been the victim of a trick not dissimilar to many he had played on others.

97 1 At about the same time Philip occupied Bylazora, the largest town in Paeonia and very favourably situated as regards the pass from Dardania to Macedonia. So that by his conquest he very nearly freed himself from the fear of the Dardai, 2 it being no longer easy for them to invade Macedonia, now that Philip commanded the passes by holding this city. 3 After securing the place, he dispatched Chrysogonus with all speed to collect the levies of upper Macedonia 4 and he himself with those of Boeotia and Amphaxites arrived at Edessa.  p235 Here he was joined by the Macedonians under Chrysogonus, and setting forth with his whole army reached Larisa on the sixth day. 5 Pushing on vigorously all night without stopping, he arrived before Melitea at daybreak, and setting up his scaling-ladders, attempted to storm the town. 6 He terrified the Meliteans so much by the suddenness and unexpectedness of the attack that he could easily have taken the town; but the attempt was foiled by the ladders being far too short for the purpose. 98 1 This is the sort of thing for which commanders deserve the severest censure. 2 Who could indeed help blaming those who come up to a town with the expectation of taking it on the spur of the moment and without having given the matter the slightest thought, having made no preliminary examination, and no measurements of the walls, precipices, and suchlike approaches by which they hope to gain entrance to it? 4 And they are equally blameworthy if, after getting as accurate measurements as possible, they entrust at random to unskilled hands the construction of ladders and similar engines which require only a little pains in the making, but on their efficiency so much depends. 4 For in such enterprises it is not a question of either succeeding or getting off without disaster, but failure here involves damage of various kinds; firstly in the action itself, where the bravest men are those most exposed to danger, and more especially in the retreat, when once they have incurred the contempt of the enemy. 6 There are only too many examples of such consequences; for we find that there are many more instances of those who have failed in such attempts either perishing  p237 or being in extreme danger than of their getting away unhurt. 7 Not only this, but by common consent they create distrust and hatred of themselves ever afterwards and bid all men be on their guard against them, 8 for it is as though a warning is thus issued not only to the victims but to all who hear of the attempt to look well to themselves and be on the alert. Commanders therefore should never enter upon such projects without due consideration and care. The method of taking measurements and constructing ladders and so forth is quite easy and infallible, if we proceed scientifically. 11 I must now resume my narrative, but when I find a suitable occasion and place in the course of this work for dealing with the subject again, I shall attempt to indicate the best means of avoiding mistakes in such undertakings.

99 1 Philip, foiled in this attempt, encamped near the river Enipeus, and brought up from Larisa and the other towns the siege material he had constructed during the winter, 2 the chief objective of his whole campaign being the capture of Thebes in Phthiotis. 3 This city is situated at no great distance from the sea, about three hundred stades away from Larisa, and commands both Magnesia and Thessaly, especially the territories of Demetrias in Magnesia and of Pharsalus and Pherae in Thessaly. 4 It was now held by the Aetolians who made constant incursions from it, inflicting serious damage on the people of Demetrias, Pharsalus, and Larisa; 5 for they  p239 frequently extended their inroads as far as the plain of the Amyrys. 6 For this reason Philip regarded the matter as of no slight importance, and was most anxious to capture this city. 7 Having got together a hundred and fifty catapults and twenty-five engines for throwing stones, he approached Thebes, and dividing his army into three parts, occupied the environs of the city, 8 stationing one division at the Scopium, another at the place called the Heliotropium, and the third on the hill which over­looks the town. 9 He fortified the intervals between the three camps by a trench and a double palisade, as well as by wooden towers, adequately manned at intervals of a hundred feet. 10 After completing these lines, he collected all his material and began to bring his engines up to the citadel.

100 1 For the first three days he could not make any progress at all with his works owing to the reckless gallantry of the garrison's resistance. 2 But when owing to the constant skirmishing and showers of missiles, some of them had fallen and others were wounded, the resistance was slightly relaxed, and the Macedonians began their mines. 3 By unremitting exertion, notwithstanding the difficulties of the ground, they managed in nine days to reach the wall. 4 After this they worked in relays without any interruption by night and day and in three days had undermined and underpinned two hundred feet of the wall. 5 The props, however, could not support the weight, but gave way, so that the wall fell before  p241 the Macedonians had set fire to them. 6 They rapidly cleared away the ruins and were ready to enter the city, in fact just on the point of delivering the assault, when the Thebans in terror surrendered the town. 7 Philip, having by this achievement ensured the security of Magnesia and Thessaly, deprived the Aetolians of their chief source of plunder, and at the same time made it clear to his own forces that he was quite right in putting Leontius to death, the failure of the siege of Palae having been due to his treachery. 8 Having thus gained possession of Thebes, he sold into slavery the existing inhabitants, and planting a Macedonian colony in the town, changed its name to Philippi.

9 Just as he had settled affairs at Thebes further ambassadors arrived from Chios, Rhodes, and Byzantium and from King Ptolemy to mediate a peace. 10 Giving them the same answer as on the previous occasion and telling them that he was by no means averse to peace, he sent them off enjoining them to approach the Aetolians also. 11 He himself, however, paid no attention to the question of peace, but continued to prosecute operations.

101 1 Hearing, therefore, that the galleys of Scerdilaïdas were committing acts of piracy off Cape Malea and treating all merchants as enemies, and that he had treacherously seized some Macedonian ships which were anchored near him at Leucas, 2 he manned twelve decked ships, eight undecked ones, and thirty hemiolii,​d and sailed through the Euripus, being anxious to capture the Illyrians also, and altogether in high hopes of success in the war with the Aetolians, as he had hitherto had no news of what  p243 was going on in Italy. 3 It was while Philip was besieging Thebes that the Romans were defeated by Hannibal in Etruria, but the report of this event had not yet reached Greece. 4 Philip missed the Illyrian galleys, and, anchoring off Cenchreae, sent off his decked ships with orders to sail round Cape Malea towards Aegium and Patrae: the rest of his vessels he dragged over the Isthmus, ordering them all to anchor at Lechaeum; 5 and himself with his friends hastened to Argos to be present at the celebration of the Nemean festival. 6 A little after he had taken his place to witness the games a courier arrived from Macedonia bringing the intelligence that the Romans had been defeated in a great battle, and that Hannibal was master of the open country. 7 The only man to whom he showed the letter at first, enjoining him to keep it to himself, was Demetrius of Pharos. 8 Demetrius seized on this opportunity to advise him to get the Aetolian war off his shoulders as soon as possible, and to devote himself to the reduction of Illyria and a subsequent expedition to Italy. 9 The whole of Greece, he said, was even now and would be in the future subservient to him, the Achaeans being his partisans by inclination and the spirit of the Aetolians being cowed by what had happened during the war. 10 An expedition, however, to Italy was the first step towards the conquest of the world, an enterprise which belonged to none more properly than to himself. And now was the time, after this disaster to the Roman arms. 102 1 By such words as these he soon aroused Philip's ambition, as I think was to be expected in  p245 the case of a king so young, who had achieved some much success, who had such a reputation for daring, and above all who came of a house which we may say had always been inclined more than any other to covet universal dominion.

2 Philip, then, as I said, communicated the news that reached him in the letter to Demetrius alone, and afterwards summoned a council of his friends to discuss the question of peace with the Aetolians. 3 Aratus also was not disinclined to negotiate, as he thought it an advantage to come to terms now the war was going in their favour; 4 and so the king, without even waiting for the joint embassies which were acting in favour of peace, at once sent Cleonicus of Naupactus to the Aetolians — he had found him still awaiting the meeting of the Achaean Assembly after his captivity — and taking his ships and his land forces from Corinth, came with them to Aegium. 6 Advancing to Lasion and seizing on the castle in Perippia he made a feint of invading Elis, so as not to seem too ready to put an end to the war, and afterwards when Cleonicus had been backwards and forwards two or three times and the Aetolians begged him to meet them personally in conference, 8 he consented to do so, and putting a stop to all hostilities sent couriers to the allied cities begging them to send representatives to the council to take part in the negotiations. 9 Crossing himself with his army and encamping at Panormus, which is a harbour in the Peloponnese lying exactly opposite Naupactus, he  p247 awaited the delegates of the allies. 10 During the time when they were assembling he sailed across to Zacynthus and personally set the affairs of that island in order, returning afterwards to Panormus.

103 1 The delegates having now assembled, he sent to the Aetolians, Aratus, Taurion and some of those who had accompanied them. 2 Meeting the Aetolians, who had assembled in full force at Naupactus, and after a short discussion observing how eager they were for peace, they sailed back to inform Philip of this. 3 The Aetolians, who were most anxious to bring the war to an end, sent with them on their own part envoys to Philip, begging him to come and meet them with his army, so that they might be in close conference and arrive at a satisfactory solution of the questions at issue. 4 The king deferred to their request, and sailed across with his army to the so‑called "Hollows" of Naupactus, distant about twenty stades from the town. 5 Encamping there he surrounded his ships and camp with a palisade, and waited there till the conferences should begin. 6 The Aetolians arrived in full force without their arms and establishing themselves at a distance of about two stades from Philip's camp, began to send messages and discuss matters. 7 The king in the first instance sent all the delegates from the allies, enjoining them to propose to the Aetolians to make peace on the condition of both parties retaining what they then possessed. 8 The Aetolians readily consented to these terms, and henceforth there was a constant interchange of communications on points of detail. Most  p249 of these I shall pass over as they had nothing worthy of mention in them, 9 but I shall report the speech that Agelaus of Naupactus made before the king and the allies at the first conference. It was as follows: 104 1 "It would be best of all if the Greeks never made war on each other, but regarded it as the highest favour in the gift of the gods could they speak ever with one heart and voice, and marching arm in arm like men fording a river, repel barbarian invaders and unite in preserving themselves and their cities. 2 And if such a union is indeed unattainable as a whole, I would counsel you at the present moment at least to agree together and to take due precautions for your safety, in view of the vast armaments now in the field and the greatness of this war in the west. 3 For it is evident even to those of us who give but scanty attention to affairs of state, that whether the Carthaginians beat the Romans or the Romans the Carthaginians in this war, it is not in the least likely that the victors will be content with the sovereignty of Italy and Sicily, but they are sure to come here and extend their ambitions beyond the bounds of justice. 4 Therefore I implore you all to secure yourselves against this danger, and I address myself especially to King Philip. 5 For you, Sire, the best security is, instead of exhausting the Greeks and making them an easy prey to the invader, on the contrary to take thought for them as for your own body, and to attend to the safety of every province of Greece as if it were part and parcel of your own dominions. 6 For if such be your policy the Greeks will bear you affection and render sure help to you in case of attack, while foreigners will be less  p251 disposed to plot against your throne, impressed as they will be by the loyalty of the Greeks to you. 7 If you desire a field of action, turn to the west and keep your eyes on the war in Italy, so that, wisely biding your time, you may some day at the proper moment compete for the sovereignty of the world. 8 And the present times are by no means such as to exclude any hope of the kind. 9 But defer your differences with the Greeks and your wars here until you have repose enough for such matters, and give your whole attention now to the more urgent question, so that the power may still be yours of making war or peace with them at your pleasure. 10 For if once you wait for these clouds that loom in the west to settle on Greece, I very much fear lest we may all of us find these truces and wars and games at which we now play, so rudely interrupted 11 that we shall be fain to pray to the gods to give us still the power of fighting in general with each other and making peace when we will, the power, in a word, of deciding our differences for ourselves."

105 1 Agelaus by this speech made all the allies disposed for peace and especially Philip, as the words in which he addressed him accorded well with his present inclination, Demetrius having previously prepared the ground by his advice. 2 So that they came to an agreement on all the points of detail, and after ratifying the peace the conference broke up, each carrying back to his home peace instead of war.

 p253  3 All these events took place in the third year of the 140th Olympiad, — I mean the battle of the Romans in Etruria, that of Antiochus in Coele-Syria and the treaty of the Achaeans and Philip with the Aetolians.

4 It was at this time and at this conference that the affairs of Greece, Italy, and Africa were first brought into contact. 5 For Philip and the leading statesmen of Greece ceased henceforth, in making war and peace with each other, to base their action on events in Greece, but the eyes of all were turned to the issues in Italy. 6 And very soon the same thing happened to the islanders and the inhabitants of Asia Minor. 7 For those who had grievances against Philip and some of the adversaries of Attalus no longer turned to the south and east, to Antiochus and Ptolemy, but henceforth looked to the west, some sending embassies to Carthage and others to Rome, 8 and the Romans also sending embassies to the Greeks, afraid as they were of Philip's venturesome character and guarding themselves against an attack by him now they were in difficulties. 9 Now that I have, as I promised, shown, I think clearly, how, when, and for what reason Greek affairs became involved with those of Italy and Africa, 10 I shall continue my narrative of Greek history up to the date of the battle at Cannae in which the Romans were defeated by the Carthaginians, the decisive  p255 event with which I broke off my account of the war in Italy and will thus bring this book to a close, not overstepping the above date.

106 1 As soon as the Achaeans had the war off their shoulders, electing Timoxenus as their strategus and resuming their normal customs and mode of life, 2 they set themselves, like the rest of the Peloponnesian towns, to re-establishing their private fortunes, to repairing the damage done to their lands, and to reviving their traditional sacrifices and festivals and various local religious rites. 3 Such matters had indeed almost sunk into oblivion owing to the late uninterrupted state of war. 4 For somehow or other the Peloponnesians, who are above all men disposed to a quiet and sociable life, have enjoyed less of it in former times at least than any other people, having been rather as Euripides​8 expresses it "aye vexed with toil, their spears never at rest." 5 It is only natural that this should be so, for as they are all naturally both ambitious of supremacy and fond of liberty, they are in a state of constant warfare, none being disposed to yield the first place to his neighbour.

6 The Athenians were now delivered from the fear of Macedonia and regarded their liberty as securely established. 7 Following the policy and inclination of their leading statesmen Eurycleidas and Micion, they took no part in the affairs of the rest of Greece, but were profuse in their adulation of all the kings, and chiefly of Ptolemy, 8 consenting to every variety of decree and proclamation however humiliating,  p257 and paid little heed to decency in this respect owing to the lack of judgement of their leaders.

107 1 As for Ptolemy, his war against the Egyptians followed immediately on these events. 2 This king, by arming the Egyptians for his war against Antiochus, took a step which was of great service for the time, but which was a mistake as regards the future. 3 The soldiers, highly proud of their victory at Raphia, were no longer disposed to obey orders, but were on the look out for a leader and figure-head, thinking themselves well able to maintain themselves as an independent power, an attempt in which they finally succeeded not long afterwards.

Antiochus, after making preparations on a large scale during the winter, crossed the Taurus at the beginning of summer and, coming to an understanding with King Attalus, arranged for a joint campaign against Achaeus.

5 The Aetolians were at first quite satisfied with the terms of their peace with the Achaeans, as the fortune of the war had been adverse to them — they had in fact elected Agelaus of Naupactus as their strategus because they thought he had contributed more than of else to the peace — but in less than no time they began to be dissatisfied 6 and to blame Agelaus for having cut off all their sources of booty and destroyed their future prospects by making peace with all the Greeks and not with certain states only. 7 Agelaus, however, put up with these unreasonable complaints and kept them well in hand, so that they were obliged contrary to their nature to practise self-denial.

108 1 King Philip after the conclusion of peace  p259 returned by sea to Macedonia, where he found that Scerdilaïdas, on the identical pretence of moneys still due to him which he had used to seize treacherously the ships at Leucas, had now pillaged a town in Pelagonia called Pissaeum, 2 had got into his hands by menaces or by promises several cities of the Dassaretae, namely Antipatreia, Chrysondyon, and Gertus, and had made extensive inroads on the neighbouring parts of Macedonia. 3 He therefore set forth at once with his army to recover as soon as possible the revolted cities, 4 and decided to make war all round on Scerdilaïdas, thinking it most essential for his other projects and for his contemplated crossing to Italy to arrange matters in Illyria to his satisfaction. 5 For Demetrius continued to fire these hopes and ambitions of the king with such assiduity that Philip in his sleep dreamt of nothing else than this, and was full of his new projects. 6 Demetrius did not do this out of consideration for Philip, whose cause was, I should say, only of third-rate importance to him in this matter, but actuated rather by his hostility to Rome and most of all for the sake of himself and his own prospects, 7 as he was convinced that this was the only way by which he could recover his principality of Pharos. 8 Philip, then, advancing with his army recovered the cities I mentioned, took Creonium and Gerus in the Dassaretis, Enchelanae, Cerax, Sation, and Boei in the region of Lake Lychnis, Bantia in the district of the Caloecini and Orgyssus in that of the Pisantini. 9 After these operations he dismissed his troops to winter quarters. This was  p261 the winter in which Hannibal after devastating the wealthiest part of Italy was going into winter quarters at Gerunium in Daunia, 10 and the Romans had just elected Gaius Terentius Varro and Lucius Aemilius Paulus to the consulate.

109 1 During the winter Philip took into consideration that for his enterprise he would require ships and crews to man them, not it is true with the idea of fighting at sea — 2 for he never thought he would be capable of offering battle to the Roman fleet — but to transport his troops, land where he wished, and take the enemy by surprise. 3 Therefore, as he thought the Illyrian shipwrights were the best, he decided to build a hundred galleys, being almost the first king of Macedonia who had taken such a step. 4 Having equipped these fleets he collected his forces at the beginning of summer and, after training the Macedonians a little in rowing, set sail. 5 It was just at the time that Antiochus crossed the Taurus, when Philip sailing through the Euripus and round Cape Malea reached the neighbourhood of Cephallenia and Leucas, where he moored and awaited anxiously news of the Roman fleet. 6 Hearing that they were lying off Lilybaeum, he was encouraged to put to sea again and advanced sailing towards Apollonia. 110 1 Just as he was approaching the mouth of the river Aoüs, which runs past Apollonia, his fleet was seized by a panic such as sometimes overtakes land forces. 2 For some of the galleys in the rear, which had anchored off an island called  p263 Sason lying at the entrance to the Ionian Sea, came in the night and informed Philip that some vessels which had crossed from the Sicilian Strait had anchored in the same roadstead 3 and announced to them that they had left at Rhegium some Roman quinqueremes which were on their voyage to Apollonia to join Scerdilaïdas. 4 Philip, in the belief that the Roman fleet would be upon him in less than no time, was seized by fear, and at once weighed anchor and gave orders to sail back. 5 Quitting his anchorage and making the return voyage in thorough disorder he reached Cephallenia on the second day, travelling continuously by day and night. 6 Plucking up a little courage he remained there pretending that he had returned to undertake some operations in the Peloponnese. 7 As it turned out, the whole had been a false alarm. 8 For Scerdilaïdas, hearing that Philip had been building a considerable number of galleys in the winter and expecting him to arrive by sea, sent to inform the Romans and beg for help, upon which the Romans sent a squadron of ten ships from their fleet at Lilybaeum, these being the ships that had been sighted off Rhegium. 9 Had Philip not taken alarm so absurdly and fled before this squadron, 10 now was the opportunity for him to make himself master of Illyria, the whole attention and all the resources of the Romans being concentrated on Hannibal and the situation after the battle of Cannae; and most probably the ships would have fallen into his hands also. 11 But as it was the news upset him so much, that he made his way back to Macedonia without suffering any loss indeed but that of prestige.

 p265  111 1 At this same period Prusias also achieved something worthy of mention. 2 On the occasion when the Gauls whom King Attalus had brought over from Europe for his war against Achaeus owing to their reputation for valour, left this king because of the suspicions I mentioned above and began to pillage the towns near the Hellespont with gross licentiousness and violence, finally attempting to take Ilium, 3 the inhabitants of Alexandria Troas showed considerable gallantry. 4 Dispatching Themistes with four thousand men they raised the siege of Ilium and expelled the Gauls from the whole of the Troad, cutting off their supplies, and frustrating their designs. 5 The Gauls now occupied Arisba in the territory of Abydus and henceforth harassed the cities in the region either by secret plots or by open hostilities. 6 Prusias, therefore, led and army against them, and after destroying all the men in a pitched battle, put to death nearly all the women and children in their camp and allowed his soldiers who had taken part in the battle to plunder the baggage. 7 By this exploit he freed the cities on the Hellespont from a serious menace and danger, and gave a good lesson to the barbarians from Europe in future not to be over ready to cross to Asia.

8 Such was the state of affairs in Greece and Asia. The greater part of Italy, as I mentioned in the last  p267 Book, went over to the Carthaginians after the battle of Cannae. 9 I choose this date for interrupting my narrative, having now described what took place in Asia and Greece during the 140th Olympiad. 10 In the following Book, after a brief recapitulation of my introductory narrative, I will proceed according to my promise to treat of the Roman Constitution.

The Loeb Editor's Notes:

1 May 13th.

2 Or "the Dium-bolt."

3 See Bk. VII chap. 11.

4 Il. XXII.304, Pope's translation.

5 Antiochus Hierax, son of Antiochus II.

6 The Egyptian artaba is equal to the Attic medimnus.

7 A talent is about 57 pounds.

8 Euripides, fragm. 529 Nauck.

Thayer's Notes:

a The Greek is clearer than Prof. Paton's translation. Both Agesipolis and Diocles are from Dyme. My more literal rendering: they took prisoner "Polymedes the Aegian, and the Dymeans Agesipolis and Diocles". My thanks to Adam Favaro for the heads‑up as to the ambiguity.

b This has been identified as the total lunar eclipse of Sep 1, 218 B.C. Like any eclipse of the moon, it was visible over about half the earth's surface, and a check shows that in this part of the world the moon was indeed about 40° above the horizon, and thus visible, assuming no cloud cover.

Yet precisely because a lunar eclipse is seen over the entire hemisphere of the earth facing the moon, while a solar eclipse is seen only over a very narrow path on the earth's surface, the former is much less good for dating purposes than the latter, and other eclipses within the decade are quite possible.

For those with an arcane interest in chronology, these are the details for the eclipse of September 1, 218:

Taking Bucak, Turkey as an approximation to the ancient Selge, the nearest place I could identify, at

Latitude f
37N28 = +37.47°
Longitude l
30E36 = +30.60°

and from NASA's Catalog of Lunar Eclipses, -0299 to -0200 for Sep 1, 218 B.C. (-217):

p -0217 Sep 01 16:26 T+ 63 -0.179 2.559 1.533 109m 47m 22.4 22.43 -10.2

Time of Greatest Eclipse t
16:26 = 16.43
Greenwich Sidereal Time at 00:00 UT GST0
Right Ascension of the Moon ra
Declination of the Moon d


Hour Angle of the Moon:

h = 15 * (GST0 + t - ra) + l

   = 15 * (22.4 + 16.43 - 22.43) + 30.60

   = 15 * (16.4) + 30.60

h = 276.6°

Altitude of Moon:

a = arcsin [sin d sin f + cos d cos h cos f]

   = arcsin [sin(-10.2) sin(37.47) + cos(-10.2) cos(276.6) cos(37.47)]

   = arcsin [0.177 * 0.608 + (-0.984) * 0.993 * 0.794]

   = arcsin [0.108 - 0.776]

   = arcsin [-0.668]

a = 41°55

c The text as printed has "silver", an unambiguous slip in translation: the facing Greek has σιδήρου. The mistake appears to have been fixed in later editions.

d For details on this type of ship, see Prof. Geer's note on Diodorus, XIX.65.2.

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