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364 himself, as the special means for exercising all sorts of virtue, and utterly contemned those who were not soldiers, as drones and useless in the commonwealth.

When he was thirty years of age, Cleomenes, king of the Lacedæmonians, surprised Megalopolis by night, forced the guards, broke in, and seized the market-place. Philopœmen came out upon the alarm, and fought with desperate courage, but could not beat the enemy out again; yet he succeeded in effecting the escape of the citizens, who got away while he made head against the pursuers, and amused Cleomenes, till, after losing his horse and receiving several wounds, with much ado he came off himself, being the last man in the retreat. The Megalopolitans escaped to Messene, whither Cleomenes sent to offer them their town and goods again. Philopoemen perceiving them to be only too glad at the news, and eager to return, checked them with a speech, in which he made them sensible, that what Cleomenes called restoring the city, was, rather, possessing himself of the citizens, and through their means securing also the city for the future. The mere solitude would, of itself, erelong force him away, since there was no staying to guard empty houses and naked walls. These reasons withheld the Megalopolitans, but gave Cleomenes a pretext to pillage and destroy a great part of the city, and carry away a great booty.

Awhile after king Antigonus coming down to succor the Achæans, they marched with their united forces against Cleomenes; who, having seized the avenues, lay advantageously posted on the hills of Sellasia. Antigonus drew vip close by him, with a resolution to force him in his strength. Philopœmen, with his citizens, was that day placed among the horse, next to the Illyrian foot, a numerous body of bold fighters, who completed the line of battle, forming, together with the Achæans, the reserve. Their orders were to keep their ground, and not engage