# From the Founding of the City/Book 36

Translation by Rev. Canon Roberts (1905)

### 1

On entering upon their office the new consuls, P. Cornelius Scipio and Manius Acilius Glabrio, were instructed by the senate to make it their first business before balloting for their provinces to sacrifice adult victims in all the temples in which for the greater part of the year there was a lectisternium and to offer up special prayers that the intention of the senate to undertake a fresh war might bring prosperity and happiness to the senate and people of Rome. All these sacrifices were performed without anything untoward occurring, and in the victims which were first offered the omens were entirely favourable. The haruspices accordingly assured the consuls that the boundaries of Rome would be extended by this war and that everything pointed to victory and triumph. When this report was laid before the senate their minds were at rest so far as the sanctions of religion were concerned and they ordered the question to be submitted to the people, "Whether it was their will and intention that war should be undertaken against Antiochus and those who were of his party?" If this proposal were carried, the consuls, if they thought fit, were to bring the matter afresh before the senate. P. Cornelius put the question to the people, and it was carried; the senate then decreed that the consuls should ballot for the provinces of Greece and Italy. The one to whom Greece was allotted was to take over the army which by order of the senate L. Quinctius had raised from Roman citizens and allies for service in that province, and in addition the army which M. Baebius had with the authority of the senate taken to Macedonia. He was also commissioned to take up reinforcements of not more than 5000 men from the allies outside Italy. It was further decided that L. Quinctius should be appointed second in command for this war. The other consul to whom Italy was allotted was instructed to conduct operations against the Boii with whichever army he preferred of the two which the late consuls had, and to send the other to Rome to form the City legions and be ready to go wherever the senate thought fit.

### 2

Such were the decrees made by the senate up to the actual allocation of the provinces. Then at last the consuls balloted, and Greece fell to Acilius, Italy to Cornelius. When this was settled a senatus consultum was passed in the following terms: "Whereas the Roman people have at this time ordered that there be war with Antiochus and with all who are under his rule, the consuls shall on this behalf issue orders for a public intercession and M. Acilius shall vow Great Games to Jupiter and gifts and offerings to all the shrines. This vow was made by the consul in the following formula, as dictated by P. Licinius the Pontifex Maximus: "If the war which the people has ordered to be taken in hand against King Antiochus be brought to such a close as the senate and people of Rome desire, then all the Roman people shall celebrate in thy honour, Jupiter, Great Games for the space of ten days, and oblations of money shall be made to all thy shrines in such wise as the senate shall decree. Whatsoever magistrate shall hold these Games, whensoever and wheresoever he shall celebrate them, may they be deemed to be duly and rightly celebrated and the oblations duly and rightly offered!" Then the consul proclaimed special intercessions to be offered for two days. After the balloting for the consular provinces the praetors drew for theirs. M. Junius Brutus obtained the two civil jurisdictions; Bruttium fell to A. Cornelius Mammula; Sicily to M. Aemilius Lepidus; Sardinia to L. Oppius Salinator; the command of the fleet to C. Livius Salinator; and Further Spain to L. Aemilius Paullus.
The distribution of the armies amongst them was as follows: The new levies which had been raised by L. Quinctius the preceding year were assigned to A. Cornelius, and his duty was to protect the whole of the coast round Tarentum and Brundisium. It was decreed that L. Aemilius Paullus should take over the army which M. Fulvius had commanded as proconsul the year before and also raise 3000 fresh infantry and 300 cavalry for service in Further Spain, two-thirds to consist of allied troops, the remainder being Romans. A reinforcement of the same strength was sent to C. Flaminius, who was continued in his command in Hither Spain. M. Aemilius Lepidus was ordered to take over the province and army of Sicily from L. Valerius, whom he was to succeed, and if it seemed advisable he was to retain him as propraetor and divide the province with him; one section was to extend from Agrigentum to Pachynum, the other from Pachynum to Tyndareum. L. Valerius was also to guard the latter coast with twenty ships of war. Lepidus was further commissioned to requisition two-tenths of all the corn in the island and have it conveyed to Greece. L. Oppius was ordered to make the same requisition in Sardinia, the corn, however, was not to be sent to Greece but to Rome. C. Livius, the praetor who was to command the fleet, received instructions to sail to Greece with twenty vessels which had completed their armament and take over the ships which Atilius had commanded. The repairing and fitting out of the ships in the dockyards was placed in the hands of M. Junius, and he was to select the crews of these vessels from freedmen.

### 3

Six commissioners were sent to Africa to procure corn for Greece, the cost to be borne by Rome; three went to Carthage and three to Numidia. So determined were the citizens to be in perfect readiness for the war that the consul published an edict forbidding anyone who was a senator or had the right of speaking in the senate, or held office as an inferior magistrate, from leaving Rome for any place from which he could not return in a day. It was also forbidden for five senators to be absent from the City at any one time. Whilst C. Livius was doing his utmost to make the fleet ready for sea he was for some time delayed by a dispute with the citizens of the maritime colonies. When they were impressed for the fleet they appealed to the tribunes of the plebs, who referred them to the senate. The senate unanimously decreed that there was no exemption from service for the colonists. The colonies concerned were Ostia, Fregenae, Castrum Novum, Pyrgi, Antium, Tarracina, Minturnae and Sinuessa. The consul Acilius, in compliance with a resolution of the senate, submitted two questions to the College of Fetials. One was whether the declaration of war had to be made to Antiochus personally, or whether it would be sufficient to announce it at one of his frontier garrisons. The other was whether a separate declaration of war must be made to the Aetolians and whether in that case the league of amity and alliance must first be denounced. The Fetials replied that they had already on a previous occasion, when they were consulted in the case of Philip, decided that it was a matter of indifference whether the declaration were made personally or in one of his garrison towns. As to the league of amity, they held that it was obviously denounced, seeing that after the frequent demands put forward by our ambassadors the king had neither surrendered the towns nor given any satisfaction. In the case of the Aetolians, they had actually declared war on Rome by taking forcible possession of Demetrias, a city belonging to the allies of Rome, by going to attack Chalcis by land and sea, and by bringing Antiochus into Europe to levy war on Rome. When all the preparations were at last completed, Acilius issued an edict for a general muster at Brundisium by the 15th of May of the Roman soldiers whom L. Quinctius had called up and those who had been supplied to him by the Latins and allies, who were under orders to go with him to his province as well as the military tribunes of the first and third legions. He himself left the City wearing his paludamentum on the 3rd of that month. The praetors left at the same time for their respective provinces.

### 4

Just before this a mission from the two sovereigns, Philip and Ptolemy, arrived in Rome. Philip offered to furnish troops, money and corn for the war; Ptolemy sent 1000 pounds of gold and 20,000 pounds of silver. The senate declined to accept any of it and passed a vote of thanks to both the kings. On their each offering to enter Aetolia with all their forces and take their part in the war, Ptolemy was excused, but Philip's envoys were informed that the senate and people of Rome would be grateful to him if he gave his support to Acilius. Similar missions were despatched by the Carthaginians and by Masinissa. The Carthaginians offered 100,000 modii of wheat and 50,000 of barley for the use of the army; half the amount they would transport to Rome, and they pressed the Romans to accept it as a free gift. They were further prepared to fit out a fleet at their own expense and pay in one lump sum the tribute of which many annual instalments had still to run. Masinissa's envoys stated that he was prepared to supply 50,000 modii of wheat and 300,000 of barley for the army in Greece, and 300,000 modii of wheat and 250,000 of barley for consumption in Rome. He would also furnish Acilius with 500 cavalry and 20 elephants. In the matter of corn both parties were informed that the Roman people would make use of it on condition that they paid for it; the Carthaginian offer of a fleet was declined, beyond the vessels which they were bound to supply under the terms of the treaty, and in reply to the offer of money the Romans refused to accept any before the dates at which the instalments became due.

### 5

During these proceedings in Rome Antiochus, who was at Chalcis, was not idle during the winter. Some of the Greek communities he endeavoured to win over by despatching embassies to them, others sent embassies spontaneously to him, as for instance the Epirots, in accordance with the general determination of their people, and also the Eleans from the Peloponnese. The Eleans sought his assistance against the Achaeans, who having declared war on Antiochus against their wish would, they expected, attack them first of all. A detachment of infantry 1000 strong was sent to them under the command of Euphanes, a Cretan. The deputation from Epirus showed a by no means honest and straightforward spirit to either side; they wanted to ingratiate themselves with Antiochus, but at the same time to give no offence to the Romans. They asked the king not to involve them in the war hastily, for from their position on the front of Greece facing Italy they would have to meet the first onslaught of the Romans. But if he could protect Epirus with his fleet and army all the Epirots would eagerly welcome him in their cities and harbours; if he was unable to do so, they begged him not to expose them unprotected and defenceless to the hostility of Rome. Their object was perfectly clear. If, as they were inclined to believe, he kept clear of Epirus, all would be safe so far as the Roman armies were concerned, whilst they would have secured the king's good graces by expressing their readiness to receive him, had he gone to them. If on the other hand he entered Epirus, they hoped that the Romans would pardon them for yielding to the superior strength of one who was on the spot, without waiting for succour from a distance. As Antiochus was at a loss what reply to make to this ambiguous plea, he said he would send envoys to them to discuss the matters which concerned him and them alike.

### 6

He next proceeded to Boeotia. The reasons which the Boeotians gave for their animosity towards Rome I have already stated - the assassination of Brachyllus and Quinctius' attack on Coronea in consequence of the massacre of Roman soldiers. But as a matter of fact, that nation once so famous for its discipline had been for many generations deteriorating both in its public and private life, and many were in a condition which could not possibly long continue without a revolutionary change. The leading Boeotians from all parts of the country assembled at Thebes, and thither Antiochus went to meet them. In spite of the fact that by his attack on the Roman detachments at Delium and Chalcis he had committed hostile acts which were neither trifling nor such as could be explained away, he took the same line in addressing the Boeotian council that he had taken at his first conference at Chalcis and had instructed his envoys to take in the council of the Achaeans. He simply asked that friendly relations might be established with him, not that war should be declared against Rome. No one was deceived as to what he really meant; however, a resolution veiled in inoffensive terms was passed in support of the king and in opposition to Rome. Having thus secured the nation he returned to Chalcis. Letters had been previously sent to the Aetolian leaders requesting them to meet him at Demetrias that he might discuss with them the general conduct of the war, and he arrived there by sea on the day fixed for the meeting. Amynander, who had been invited from Athamania to take part in the discussion, and Hannibal, who had not been consulted for some time, were both present. A discussion arose regarding the people of Thessaly; all present thought they ought to be won over, the only divergence of opinion was as to when and how this ought to be done. Some were of opinion that they ought to set about it at once; others were for postponing action till the spring, it being now midwinter; some again thought that it would be enough to send a deputation, others were in favour of going there with the whole of their forces and frightening them into compliance if they hesitated.

### 7

Whilst the debate was revolving entirely round these details Hannibal was asked for his opinion, and in what he said he turned the thoughts of the king and of all present to the consideration of the war as a whole. He spoke as follows: "If I had been taken into your counsels after we landed in Greece and you were deliberating about Euboea and the Achaeans and Boeotia, I should have expressed the same view which I am expressing now with regard to the Thessalians. I consider that it is of the first importance that we should use every possible means to bring Philip and the Macedonians into an armed alliance with us. As to Euboea and the Boeotians and the Thessalians, who can doubt that these people who have no strength of their own and always cringe before a power which is present to their eyes will display the same craven spirit which marks the proceedings of their councils in suing for pardon, and as soon as they see a Roman army in Greece will turn to their accustomed obedience? Nor will they be blamed for refusing to try conclusions with your strength when you and your army are amongst them and the Romans are far away. How much sooner ought we - how much better would it be - to secure the adhesion of Philip than of these people! For if he once takes up the cause he will have everything at stake, and he will contribute an amount of strength which will not only be an accession to us in a war with Rome, but was not long ago sufficient of itself to withstand the Romans. I trust I shall not give offence in saying that with him as our ally I cannot feel doubtful as to the issue, for I see that those through whose assistance the Romans prevailed against Philip will now be the men by whom the Romans themselves are opposed. The Aetolians, who as is universally admitted defeated Philip, will now be fighting in company with him against the Romans. Amynander and the Athamanians, who next to the Aetolians rendered the greatest service in the war, will be on our side. While you, Antiochus, had not yet moved, Philip sustained the whole weight of the war; now you and he, the mightiest monarchs in Asia and Europe, will direct your united strength against a single people who - to say nothing of my own fortunes, good or bad - were at all events in the days of our fathers no match for even one king of Epirus, and how can he possibly be compared with you?
"What considerations then give me ground for believing that Philip can be made our ally? One is the identity of interests, which is the surest bond of alliance. The other is your own assurance, Aetolians. For amongst the reasons which your envoy Thoas gave for inducing Antiochus to come to Greece, the strongest was his constant asseveration that Philip was complaining and chafing under the servile conditions imposed upon him in the guise of peace. He used to compare the king's rage to that of some animal chained or shut up and longing to burst his prison bars. If that is his state of mind, let us loose his chains and burst the bars that hold him in so that he can vent his long-restrained rage on our common foe. But if our delegates are unable to influence him, let us at all events see to it that if we cannot get him on our side the enemy does not get him on his side. Your son Seleucus is at Lysimachia; if with the army he has with him he traverses Thrace and begins to lay waste the adjacent parts of Macedonia, he will easily turn Philip aside from actively assisting the Romans to the defence of his own dominions.
"You are in possession of my opinions about Philip. As regards the general strategy of the war, you have known from the outset what my views are. Had I been listened to then, it would not have been the capture of Chalcis or the storming of a fort on the Euripus that the Romans would have heard about; they would have learnt that Etruria and Liguria and the coastal districts of Cisalpine Gaul were wrapped in the flames of war and, what would have alarmed them most of all, that Hannibal was in Italy. I am of opinion that even now you ought to bring up the whole of your military and naval forces and let a fleet of transports accompany them laden with supplies. We here are too few for the requirements of war and too many for our scanty commissariat. When you have concentrated your entire strength, Antiochus, you might divide your fleet and keep one division cruising off Corcyra, that there may be no safe and easy passage for the Romans, the other you would send across to the coast of Italy opposite Sardinia and Africa. You yourself would advance with all your land forces into the country round Byllis; from there you would protect Greece and give the Romans the impression that you are going to sail to Italy, and should circumstances render it necessary you will be in readiness to do so. This is what I advise you to do, and though I may not be profoundly versed in every phase of war, how to war with the Romans at all events I have learnt through success and failure alike. In the measures which I have advised you to take I promise to co-operate most loyally and energetically. I trust that whatever course, Antiochus, seems best to you may receive the approval of the gods."

### 8

Such was the substance of Hannibal's speech, which was applauded at the time but led to no practical results. Not one of the measures he advocated was carried out beyond the despatch of Polyxenidas to bring up the fleet and the troops from Asia. Delegates were sent to the council of the Thessalians which was sitting at Larisa, and the Aetolians and Amynander fixed a day for the muster of their armies at Pherae, whither the king proceeded with his troops at once. Whilst waiting there for Amynander and the Aetolians he sent Philip the Megalopolitan with 2000 men to collect the bones of the Macedonians who had fallen in the final battle with Philip at Cynoscephalae. Either Philip himself suggested this to Antiochus as a means of making himself popular with the Macedonians and stirring up ill-will against their king for having left his soldiers unburied, or else Antiochus, with the vanity natural to kings, formed this in his own mind, a project apparently of importance but really trivial. The bones which were scattered in all directions were collected into a heap and buried under a tumulus, but the proceeding awoke no gratitude in the Macedonians and aroused strong resentment in Philip. He had so far been waiting on events, but now in consequence of this he at once sent to the propraetor M. Baebius to tell him that Antiochus had invaded Thessaly, and asking him, if he thought proper, to move out of his winter quarters; he himself would go to meet him so that they might consult as to what steps ought to be taken.

### 9

Antiochus was now encamped at Pherae, where the Aetolians and Amynander had joined him, when a deputation came from Larisa to ask him what the Thessalians had said or done to justify his making war on them. They begged him to withdraw his army so that any question which he thought necessary might be discussed with them through his envoys. At the same time they sent a detachment of 500 men under Hippolochus to protect Pherae. Finding all the routes closed by the king's troops they fell back on Scotusa. The king gave the deputation a gracious answer and explained that he had not entered Thessaly for the purpose of aggression, but solely to establish and protect the freedom of the Thessalians. A commissioner was despatched to Pherae to make a similar statement, but without giving him any reply the Pheraeans sent their chief magistrate to Antiochus. He spoke in pretty much the same strain as the Chalcidians at the conference under similar circumstances on the Euripus, though some things he said showed greater courage and resolution. The king advised them to consider their position most carefully lest they should adopt a policy which, whilst they were cautiously providing against future contingencies, might give them immediate cause for regret, and with this advice he dismissed their envoy. When the result of this mission was reported at Pherae, the people did not hesitate for a moment; they were determined to suffer everything which the chances of war might bring in defence of their loyalty to Rome, and made every possible preparation for the defence of their city. The king commenced a simultaneous attack on all sides; he quite saw, what indeed was indisputable, that it depended upon the fate of the first city which he attacked whether he would be held in contempt or in dread throughout the whole of Thessaly, so he did his utmost to spread terror everywhere. At first the beleaguered garrison offered a stout resistance to his furious assaults, but when they saw many of the defenders killed or wounded their courage began to sink and it was only by the reproaches of their officers that they were recalled to the necessity of holding to their purpose. Their numbers became so diminished that they abandoned the outer circuit of their walls and retreated to the interior of the city, which was surrounded by a shorter line of fortifications. At last their position became hopeless and fearing, if the place were taken by storm, that they would meet with no mercy, they surrendered. The king lost no time in taking advantage of the alarm which this capture created and sent 4000 men to Scotusa. Here the townsmen promptly surrendered in view of the recent example of the Pheraeans, seeing that they had been compelled by stress of circumstances to do what at first they were determined not to do. Hippolochus and his garrison from Larisa were included in the capitulation. These were all sent away unhurt as the king thought that this act would go far to gain the sympathies of the Lariseans.

### 10

These successes he accomplished within ten days of his appearance before Pherae. Continuing his march with the whole of his army he reached Crannon, which he took immediately on his arrival. He next secured Cierium and Metropolis and the various forts in their neighbourhood, and by this time every part of that district with the exception of Atrax and Gyrto was in his power. His next objective was Larisa, where he expected that either the dread of meeting the fate of the other towns taken by storm or gratitude for his free dismissal of their garrison or the example of so many cities voluntarily surrendering would dissuade them from an obstinate resistance. In order to intimidate the defenders he had his elephants driven in front of the line, the army following in order of battle up to the city. The sight made a great many of the Lariseans waver between fear of the enemy at their gates and fear of being false to their distant allies. During this time Amynander and his Athamanians seized Pellinaeum, and Menippus advancing into Perrhaebia with an Aetolian force of 3000 infantry and 200 cavalry took Malloea and Cyretiae by storm and ravaged the territory of Tripolis. After these rapid successes they returned to the king at Larisa and found him holding a council of war to decide what should be done about the city. There was considerable diversity of opinion. Some were in favour of an immediate assault as the city was situated in a plain open on all sides to an approach over level ground, and they urged that there should be no delay in constructing siege works and bringing up artillery to attack the walls on all sides simultaneously. Others reminded the council that there was no comparison between the strength of this city and that of Pherae; besides, it was now winter, a season quite unsuitable for warlike operations, most of all so for investing and assaulting a city. While the king was uncertain as to whether there was most to be hoped or feared from the attempt, delegates from Pharsalus arrived to tender the submission of their city and this raised his spirits. M. Baebius had in the meanwhile met Philip at Dassaretiae and they both agreed that Ap. Claudius should be sent to protect Larisa. Claudius traversed Macedonia by forced marches and gained the summit of the ridge which looks down on Gonni, a place twenty miles distant from Larisa at the head of the Vale of Tempe. Here he marked out a camp of greater extent than the force with him required, and kindled more numerous fires than were needed in order to give the enemy the impression that the entire Roman army was there together with Philip. Antiochus withdrew from Larisa the very next day and returned to Demetrias, alleging the approach of winter as the reason for his retreat. The Aetolians and the Athamanians also retired within their own frontiers. Although Appius saw that the purpose of his march, the raising of the siege, was effected he nevertheless went on to Larisa to reassure his allies as to the future. They were doubly delighted, first at the withdrawal of the enemy from their soil and then at the sight of Roman troops within their walls.

### 11

The king left Demetrias for Chalcis. Here he fell in love with a daughter of Cleoptolemus, a Chalcidian magnate, and after numerous communications to her father followed by personal interviews (for he was reluctant to be entangled in an alliance so far above his own rank) Antiochus married the girl. The wedding was celebrated as though it were a time of peace, and forgetting the two vast enterprises in which he had embarked - war with Rome and the liberation of Greece - he dismissed all his cares and spent the rest of the winter in banquets and the pleasures attendant on wine, sleeping off his debauches, wearied rather than satisfied. All the king's officers who were in command of the different winter stations, especially those in Boeotia, fell into the same dissolute mode of life; even the common soldiers were completely sunk in it, not a man amongst them ever put on his armour or went on duty as guard or sentry, or discharged any military duty whatever. When, therefore, at the commencement of spring Antiochus passed through Phocis on his way to Chaeronea, where he had given orders for the whole of his army to muster, it was easy for him to see that the men had passed the winter under no stricter discipline than their leader. From Chaeronea he ordered Alexander the Acarnanian and the Macedonian Menippus to take the troops to Stratus in Aetolia. He himself, after sacrificing to Apollo at Delphi, went to Naupactus. Here he had an interview with the Aetolian leaders, and then taking the road which runs past Calydon and Lysimachia he arrived at Stratum, where he met his army who were coming by the Maliac Gulf. Mnasilochus, one of the leading men in Acarnania, who had received many presents from Antiochus, was trying to persuade his people to take the king's side. He had succeeded in bringing Clytus, in whom the supreme power was vested at the time, over to his views, but he saw that there would be difficulty in inducing Leucas, the capital, to revolt from Rome, owing to their fear of the Roman fleet under Atilius, a portion of which was cruising off Cephalania. He therefore decided to adopt a ruse. At a meeting of the council he told them that the ports of Acarnania ought to be protected and that all who could bear arms ought to go to Medione and Tyrrheum to prevent their being seized by Antiochus and the Aetolians. Some of those present protested against this indiscriminate calling out of their fighting strength as quite unnecessary and said that a force of 500 men would be adequate for this purpose. When he had got this force he placed 300 men in Medione and 200 in Tyrrheum, his intention being that they should fall into the king's hands and be practically hostages.

### 12

Meanwhile the king's agents arrived in Medione. They were received in audience by the council and in the subsequent discussion on the reply that they were to receive some speakers thought they ought to stand by the alliance with Rome, others urged that they ought not to reject the proffered friendship of the king; Clytus urged a middle course which the council decided to adopt, viz., to send to the king and ask him to allow them to consult the National Council of Acarnania on such an important matter. Mnasilochus and his supporters managed to get themselves put on this commission, and they despatched a secret message to Antiochus urging him to bring up his army while they wasted time by delay. The consequence was that the commission had hardly started when Antiochus appeared within their frontiers and in a short time at their gates. Whilst those who were not privy to the plot were hurrying in confusion through the streets and calling their fighting men to arms, Antiochus was introduced into the city by Mnasilochus and Clytus. Many came round him of their own accord and even his opponents were constrained by their fears to meet him. He quieted their apprehensions by a gracious speech, and when his clemency became generally known several of the communities in Acarnania went over to him. From Medione he marched to Tyrrheum, having sent Mnasilochus and his agents on in advance. The Tyrrheans, however' saw through the treachery at Medione, and instead of intimidating them it only put them more on their guard. They returned a perfectly unambiguous answer to his summons and told him that they would not enter into any fresh alliance unless the Roman commanders authorised them to do so, at the same time they closed their gates and manned their walls. Cn. Octavius had been supplied with a body of troops and a few ships by A. Postumius, whom Atilius had placed in command at Cephalania, and his timely arrival in Leucas gave the Acarnanians fresh heart, as he reported that the consul Manius Acilius had crossed the sea with his legions and the Romans were encamped in Thessaly. His report was the more readily believed because the season of the year was favourable for navigation, and the king, after placing garrisons in Medione and in one or two other towns in Acarnania, withdrew from Tyrrheum and passing through the cities of Aetolia and Phocis returned to Chalcis.

### 13

M. Baebius and Philip, after their meeting at Dassaretiae, when they sent Ap. Claudius to relieve Larisa had returned to their respective winter quarters as it was too early in the year for active operations. At the beginning of spring they went down with their united forces into Thessaly; Antiochus was in Acarnania at the time. Philip laid siege to Malloea in Perrhaebia and Baebius attacked Phacium. He took the place at the first assault and captured Phaestum with equal rapidity. Marching back to Atrax he advanced from there against Cyretiae and Eritium both of which places he gained possession of, and after placing garrisons in the captured towns he rejoined Philip, who was still besieging Malloea. On the arrival of the Roman army the garrison, either cowed by the strength of the besieging force or hoping to obtain more favourable terms, made their surrender. The two commanders then went on with their combined forces to recover those towns which the Athamanians were holding, namely Aeginium, Ericinium, Gomphi, Silana, Tricca, Meliboea and Phaloria. They next invested Pellinaeum, where Philip of Megalopolis was stationed with 500 infantry and 40 cavalry, and before they delivered the assault they sent to Philip to warn him against forcing them to take extreme measures. He sent back a defiant answer and said that he would have trusted himself in the hands of Romans or Thessalians, but he would not place himself at the mercy of Philip. As it was evident that force must be employed, and that while the siege was going on Limnaea could be attacked, it was decided that the king should go there whilst Baebius remained to conduct the siege of Pellinaeum.

### 14

Meantime the consul Manius Atilius had landed with 10,000 infantry, 2000 cavalry and 15 elephants. He ordered the military tribunes to take the infantry to Larisa, whilst he went with the cavalry to join Philip at Limnaea. On the consul's arrival the place at once surrendered and the garrison of Antiochus, together with the Athamanians, were delivered up. From Limnaea the consul went on to Pellinaeum. Here the Athamanians were the first to surrender, they were followed by the Megalopolitan Philip. As he was leaving the fort, Philip of Macedon happened to meet him, and ordered his men to salute him in mockery as king, and, in a spirit of scorn quite unworthy of his own rank, addressed him as "brother." When he was brought before the consul, he was ordered to be kept a close prisoner, and not long afterwards was sent in chains to Rome. All the Athamanian garrisons, as well as those of Antiochus, which had been surrendered were handed over to Philip. They amounted to 4000 men. The consul went on to Larisa to hold a council of war to decide as to future operations, and on his route he was met by delegates from Cierium and Metropolis, who offered the surrender of their cities. Philip was in hopes of gaining possession of Athamania, and he treated his Athamanian prisoners with special indulgence, with the design of winning their countrymen through them. After sending them home he led his army into the country. The account which the returned prisoners brought of the king's clemency and generosity towards them produced a great effect upon their countrymen. Had Amynander remained in his kingdom he might have kept some of his subjects loyal by his personal authority, but the fear of being betrayed to his old enemy Philip made him flee, together with his wife and children, to Ambracia. The whole of Athamania in consequence submitted to Philip.
The consul remained a few days at Larisa, mainly in order to recruit the horses and draught cattle, which owing to the voyage and the subsequent marching had got out of condition. When his army was, so to speak, renewed by the short rest, he marched to Crannon, and on his way he received the surrender of Pharsalus, Scotusa and Pherae, together with the garrisons which Antiochus had placed in them. These troops were asked whether they would be willing to remain with him. A thousand volunteered, and these he handed over to Philip; the rest he disarmed and sent back to Demetrias. He next captured Proerna and the fortified posts in the neighbourhood, and continued his march towards the Maliac Gulf. As he approached the pass above which Thaumaci is situated, all the men who could bear arms armed themselves, left the city and occupied the woods and roads, and from their higher ground made attacks upon the Roman column of march. The consul sent parties to approach them within speaking distance and warn them against such madness, but when he saw that they persisted he ordered a military tribune to work round them with two maniples and cut off their retreat to the city, which in the absence of its defenders the consul occupied. When they heard the shouts from the captured city behind them, they fled back from all sides and were cut to pieces. The next day the consul reached the Spercheus, and from there ravaged the fields of the Hypataeans.

### 15

Antiochus was all this time at Chalcis, having at last discovered that he had gained nothing from Greece beyond a pleasant winter at Chalcis and a disreputable marriage. He now accused the Aetolians of having made empty promises and admired Hannibal, not only as a man of prudence and foresight, but also as little short of a prophet, seeing how he had foretold everything which was happening. In order that his reckless adventure might not be ruined through his own inactivity, he sent a message to the Aetolians requesting them to concentrate all their fighting strength at Lamia, where he himself joined them with about 10,000 infantry, made up largely of troops which had come from Asia, and 500 cavalry. The Aetolians mustered in considerably smaller numbers than on any previous occasion, only the leading men with a few of their dependents were present. They said that they had done their utmost to call up as many as possible from their respective cities, but their personal influence, their appeals, their official authority, were alike powerless against those who declined to serve. Finding himself deserted on all sides by his own troops, who were hanging back in Asia, and by his allies, who were not doing what they undertook to do when they invited him, he withdrew into the pass of Thermopylae. This mountain range cuts Greece in two, just as Italy is intersected by the Apennines. To the north of the pass are situated Epirus, Perrhaebia, Magnesia, Thessaly, the Achaeans of Phthiotis, and the Maliac Gulf. South of it lie the greater part of Aetolia, Acarnania, Locris, Phocis, Boeotia, the adjoining island of Euboea, and Attica, which projects into the sea like a promontory; beyond these is the Peloponnese. This range extends from Leucas on the western sea through Aetolia to the eastern sea, and is so rugged and precipitous that even light infantry - let alone an army - would have great difficulty in finding any paths by which to cross it. The eastern end of the range is called Oeta, and its highest peak bears the name of Callidromus. The road running through the lower ground between its base and the Maliac Gulf is not more than sixty paces broad and is the only military road which can be traversed by an army, and then only if it meets with no opposition. For this reason the place is called Pylae, and also Thermopylae, from the hot springs there, and is famous for the battle against the Persians, but still more so for the glorious death of the Lacedaemonians who fought there.

### 16

In a state of mind very unlike theirs Antiochus pitched his camp inside the narrowest part of the pass and barricaded it with defensive works, protecting every part of it with a double line of fosse and rampart and where it seemed necessary with a wall built up from the stones which were lying about everywhere. He felt pretty confident that the Roman army would never force a passage there, and so he sent two detachments out of the 4000 Aetolians who had joined him, one to hold Heraclea, a place just in front of the pass, the other to Hypata. He quite expected that the consul would attack Heraclea; and from Hypata numerous messages had come stating that the whole of the surrounding country was being laid waste. The consul ravaged the territory of Hypata first and then that of Heraclea; in neither place did the Aetolians prove of the slightest use, and finally encamped opposite the king in the mouth of the pass at the hot springs. Both the Aetolian detachments shut themselves up in Heraclea. Before the actual appearance of his enemy Antiochus thought that the whole of the pass was fortified and blocked by his troops, but now he felt anxious lest the Romans might find some paths on the surrounding heights by which they could turn his defences, for the Lacedaemonians were stated to have been similarly taken in the rear by the Persians, and Philip quite recently by the Romans. Accordingly he sent a message to the Aetolians at Heraclea asking them to do him this service at least in the war, namely, to seize and hold the crests of the surrounding mountains and prevent the Romans from crossing them anywhere. On the receipt of this message there was a sharp difference of opinion among the Aetolians. Some thought that they ought to comply with the king's request and go; others were in favour of remaining in their quarters at Heraclea, prepared for either eventuality. If the king were defeated they would then have their forces intact and be able to assist in the defence of the cities round them, if on the other hand he were victorious they would then be in a position to take up the pursuit of the fugitive Romans. Each party held to its opinion, and not only held to it but acted upon it; 2000 remained in Heraclea, and the others, formed into three divisions, occupied the three heights of Callidromus, Rhoduntia and Tichius.

### 17

When the consul saw that the heights were occupied by the Aetolians he sent M. Porcius Cato and L. Valerius Flaccus, men of consular rank commanding under him, to attack their fortified positions, Flaccus against Rhoduntia and Tichius, and Cato against Callidromus. They each took a picked force of 2000 infantry. Before making his general advance against the enemy, the consul called his men on parade and addressed a few words to them. "Soldiers," he said, "I see that there are very many amongst you, men of all ranks, who have campaigned in this very province under the leadership and auspices of T. Quinctius. In the Macedonian war the pass at the Aous was more difficult to force than this one, for here we have gates and this passage as though provided by nature is the only one available, every other route between the two seas being closed to us. On that occasion, too, the enemy defences were stronger and constructed on more advantageous ground; the hostile army was more numerous and made up of far better soldiery; there were in that army Macedonians, Thracians and Illyrians, all very warlike tribes; here there are Syrians and Asiatic Greeks, the meanest of mankind, and born only for slavery. The monarch who was opposed to us then was a true soldier, trained from his youth in wars with the Thracians and the Illyrians and all the nations round him; this man - to say nothing of his previous life - has done nothing during the whole of the winter months more memorable than marrying a girl for love out of a private family and, even when compared with their fellow-townsmen, of obscure origin, and now the newly-wedded bridegroom, fattened up as it were with marriage feasts, has come out to fight. His main hope was in the Aetolians, they were his chief strength, and you have already learnt by experience as Antiochus is learning now what an untrustworthy and ungrateful race they are. They have not come in any considerable number, it was impossible to keep them in camp, they are at loggerheads among themselves, and after insisting that Hypata and Heraclea must be defended they refused to defend either place and took refuge on the mountain heights, some shutting themselves up in Heraclea. The king himself has shown clearly that he durst not venture to meet us on fair ground, he is not even fixing his camp in open country; he has abandoned the whole of the district in front of him which he boasts of having taken from us and from Philip, and has hidden himself amongst the rocks. His camp is not even placed at the entrance to the path, as we are told the Lacedaemonians placed theirs, but is withdrawn far within it. What difference is there, as a visible proof of fear, between his shutting himself up here or behind the walls of a besieged city? The pass, however, will not protect Antiochus, nor will the heights which the Aetolians have seized protect them. Sufficient caution and foresight have been exercised to prevent your having anything to fight against but the actual enemy. You must bear in mind that you are not fighting only for the freedom of Greece, though it will be a splendid record to deliver out of the hands of the Aetolians and Antiochus the country which you formerly rescued from Philip. Nor will it be only the spoil in the enemy's camp that will fall to you as a prize; all the stores and material which he is daily looking for from Ephesus will be your booty; you will open up Asia and Syria and all the wealthiest realms to the furthest East to the supremacy of Rome. What will then prevent us from extending our dominion from Gades to the Red Sea with no limit but the Ocean which enfolds the world, and making the whole human race look up to Rome with a reverence only second to that which they pay to the gods? Show yourselves worthy in heart and mind of such vast rewards so that we may take the field tomorrow assured that the gods will help us."

### 18

After this address the soldiers were dismissed and got their armour and weapons ready before they took food and rest. As soon as it began to grow light the consul hung out the signal for battle and formed his line on a narrow front to suit the confined limits of the ground. When the king saw the standards of the enemy he also led out his men. Part of his light infantry he stationed in front of their rampart to form the first line. Behind them in support he posted the Macedonians, the main strength of his arm, known as the "sarisophori"; they extended across the whole length of the rampart. To the left of them were posted a body of javelin men, bowmen and slingers immediately under the foot of the mountains, so that they might from their higher ground harass the unprotected flank of the enemy. On the right of the Macedonians, towards the end of his lines, where the ground beyond down to the sea is impassable owing to bogs and quicksands, he posted the elephants with their usual guard, and behind them the cavalry, and a short distance behind them again the rest of his troops. The Macedonians in front of the rampart had no difficulty at first in resisting the Romans, who were trying at all points to break through, and they received considerable assistance from those on the higher ground, who discharged bullets from their slings, arrows and javelins all at once, a perfect cloud of missiles. But as the enemy's pressure increased and the attack was made in greater force they gradually fell back to their rampart, and standing upon it made practically a second rampart with their levelled spears. The rampart, owing to its moderate height, not only offered a higher position from which to fight, but also enabled them to reach the enemy below with their long spears. Many in their reckless attempts to mount the rampart were run through, and they would have had either to retire baffled or sustain serious losses had not M. Porcius appeared on a hill which commanded the camp. He had dislodged the Aetolians from the crest of Callidromus and killed the greater part of them, attacking them when they were off their guard and most of them asleep.

### 19

Flaccus was not so fortunate, his attempt to reach the fortified posts on Tichius and Rhoduntia was a failure. The Macedonians and the other troops in the king's camp could at first only make out a moving mass of men in the distance, and were under the impression that the Aetolians had seen the fighting from afar and were coming to their assistance. When, however, they recognised the approaching standards and arms and discovered their mistake, they were so panic-struck that they flung away their weapons and fled. The pursuit was impeded by the entrenchments of the camp and the confined space through which the pursuers had to pass, but the elephants were the greatest hindrance, for it was difficult for the infantry to get past them, and impossible for the cavalry; the frightened horses created more confusion than in the actual battle. The plunder of the camp still further delayed the pursuit. However, they followed up the enemy as far as Scarphea, after which they returned to camp. Large numbers of men and horses had been either killed or captured on the way, and even the elephants, which they were unable to secure, had been killed. While the battle was going on the Aetolians who had been holding Heraclea made an attempt on the Roman camp, but they gained nothing from their enterprise, which was certainly not lacking in audacity. At the third watch of the following night the consul sent the cavalry to continue the pursuit, and at daybreak he put the legions in motion. The king had gained a considerable start, as he did not stop in his headlong ride till he reached Elatia. Here he collected what was left of his army out of the battle and the flight and retreated with a very small body of half-armed soldiers to Chalcis. The Roman cavalry did not succeed in overtaking the king himself at Elatia, but they cut off a large part of his army, who were unable to go any further through sheer fatigue, or else had lost their way in an unknown country, with none to guide them. Out of the whole army not a single man escaped beyond the 500 who formed the king's bodyguard, an insignificant number even if we accept Polybius' statement which I have mentioned above that the force the king brought with him out of Asia did not exceed 10,000 men. What proportion would it be if we are to believe Valerius Antias, that there were 60,000 men in the king's army, of whom 40,000 fell and over 5000 made prisoners, and 230 standards captured? In the battle itself the Roman losses amounted to 150, and in the defence of the camp against the Aetolians not more than 50 were killed.

### 20

Whilst the consul was taking his army through Phocis and Boeotia the citizens of the revolted towns, conscious of their guilt and fearing lest they should be treated as enemies, stood outside their gates in suppliant garb. The army, however, marched past all their cities one after the other, without doing any damage, just as though they were in friendly territory, till they came to Coronea. Here great indignation was aroused by the sight of a statue of Antiochus set up in the temple of Minerva Itonia, and the soldiers were allowed to plunder the temple domain. It occurred, however, to the consul that as the statue had been placed there by a decree of the national council of Boeotia it was unfair to take vengeance on the territory of Coronea alone. He at once recalled the soldiers and stopped the pillaging, and contented himself with sternly rebuking the Boeotians for their ingratitude to Rome after the many benefits she had so lately conferred upon them. At the time of the battle ten of the king's ships, with Isidorus in command, were standing off Thronium in the Maliac Gulf. Alexander the Acarnanian, who had been severely wounded, fled thither with tidings of the defeat, and the ships sailed hurriedly away to Cenaeus in Euboea. Here Alexander died and was buried. Three vessels, which had come from Asia and were making for the same port, on hearing of the disaster which had overtaken the army, returned to Ephesus. Isidorus left Cenaeus for Demetrias, in case the king's flight should have carried him there. During this time A. Atilius, who was in command of the Roman fleet, intercepted a large convoy of supplies for the king which had passed through the strait between Andros and Euboea. Some of the vessels he sank, others he captured; those in the rearmost line turned their course towards Asia. Atilius sailed back with his train of captured ships and distributed the large stock of corn on board to the Athenians and the other friendly cities in that quarter.

### 21

Just before the consul's arrival Antiochus left Chalcis and directed his course first to Tenos and from there to Ephesus. As the consul drew near to Chalcis the king's commandant, Aristoteles, left the city and the gates were thrown open to the consul. All the other cities in Euboea were delivered up without any fighting, and in a few days peace was established everywhere in the island and the army returned to Thermopylae without injuring a single city. This moderation displayed after the victory was much more deserving of praise than even the victory itself. In order that the senate and people might receive an authoritative report of the operations the consul sent M. Cato to Rome. He set sail from Creusa, the emporium of Thespia, situated in the innermost part of the Gulf of Corinth, and made for Patrae in Achaia; from Patrae he went on to Corcyra, skirting the shores of Aetolia and Acarnania, and so made his passage to Hydruntum in Italy. From there he journeyed by land, and by rapid travelling reached Rome in five days. Entering the City before it was light he went straight to the praetor, M. Junius, who summoned a meeting of the senate at daybreak. L. Cornelius Scipio had been sent on by the consul some days previously, and on his arrival found that Cato had outstripped him. He went into the senate house while Cato was making his report and the two generals were conducted by order of the senate to the Assembly, where they gave the same details of the Aetolian campaign as had been given to the senate. A decree was made that there should be thanksgivings for three days, and the praetor was to sacrifice forty full-grown victims to such of the gods as he thought fit. M. Fulvius Nobilior, who had gone to Spain as praetor two years previously, entered the City about this time in ovation. He had carried before him 130,000 silver denarii and 12,000 pounds of other silver, as well as 127 pounds of gold.

### 22

While Acilius was at Thermopylae he sent a message to the Aetolians, advising them, now that they had found out how empty the king's promises were, to return to a right mind and think about delivering up Heraclea and begging pardon of the senate for their madness and delusion. Other cities in Greece, he reminded them, had been faithless to their best friends, the Romans, in that war, but after the flight of the king, whose assurances had seduced them from their duty, they did not aggravate their fault by willful obstinacy, and had once more been received as allies. Even in the case of the Aetolians, though they had not followed the king, but had actually invited him, and were not his associates but his leaders in the war - even for them there was still the possibility, if they showed true repentance, of remaining unharmed. To this message they returned a defiant answer; the question would evidently have to be decided by arms, and though the king was overcome, the war with the Aetolians was clearly only just beginning. The consul accordingly moved his army from Thermopylae to Heraclea, and on the very same day he rode round the entire circuit of the walls to ascertain the situation of the city. Heraclea lies at the foot of Mount Oeta; the city itself is situated in a plain, and it has a citadel which commands it from a position of considerable elevation and precipitous on all sides. After carefully considering all there was to be learnt he decided to deliver a simultaneous attack from four different points. In the direction of the Asopus, where the Gymnasium stood, he placed L. Valerius in charge of the operations. Towards the citadel outside the walls, where the houses were almost closer together than in the city itself, he gave the direction of the assault to Tiberius Sempronius Longus. On the side facing the Maliac Gulf, where the approach presented considerable difficulty, M. Baebius was in command. Towards the stream which they call the Melana, opposite the temple of Diana, he posted Appius Claudius. Through the strenuous exertions of these commanders, each trying to outdo the other, the towers and battering rams and all the other preparations for an assault were completed in a few days. The land round Heraclea is marshy and covered with tall trees, which furnished a liberal supply of timber for siege works of every kind, and as the Aetolians living in the suburb had taken refuge in the city the deserted houses afforded useful materials for various purposes, including not only beams and planks, but also bricks and building stones of all shapes and sizes.

### 23

The Romans made more use of machines than of arms in their attack on the city, the Aetolians on the other hand trusted more to their arms for their defence. When the walls were battered by the rams they did not, as is usual, turn aside the blows by using looped ropes, but they made sorties in considerable strength and some carried firebrands to throw on the siege works. There were also arched sally-ports in the walls, and when they built up the wall where it had been destroyed they left more of these openings to allow of more numerous sorties. In the early days of the siege while their strength was unimpaired these sallies were frequent and powerful, but as time went on they became fewer and feebler. Amidst the many difficulties they had to contend with nothing wore them down so much as want of sleep. The Romans owing to their numbers were able to arrange regular reliefs for their men, but the Aetolians were comparatively few, and the same men having to be on duty night and day they were completely exhausted by the incessant strain. For four-and-twenty days, without a moment's respite day or night, they had to sustain the attack of the enemy, who were delivering their assaults from four different quarters at once. Considering the time during which the attack had been going on, and in view of the information brought by deserters, the consul felt pretty sure that the Aetolians were at last worn out, and he formed the following plan. When it was midnight he gave the signal to retire and called off all the soldiers from the assault. He kept them quiet in the camp till the third hour of the following day, when he recommenced the attack and carried it on until midnight, when it was again suspended till the third hour of the following day. The Aetolians supposed that the cause of the assault not being kept up was the same as that which was acting upon them, namely excessive fatigue, and when the signal for retiring was given to the Romans, they too, as though it recalled them also, quitted their posts and did not resume duty on the walls till the third hour of the following day.

### 24

After suspending the operations at midnight the consul recommenced the assault at the fourth watch with extreme violence on three sides. On the fourth side he ordered Tiberius Sempronius to keep his soldiers on the alert and ready for the signal, as he felt no doubt that the Aetolians would in the nocturnal confusion rush to the places from which the battle-shout arose. Some of the Aetolians were asleep, worn out by toil and want of rest, and only roused themselves with great difficulty; those who were still awake, hearing the noise of battle, ran towards it through the darkness. The assailants were trying to climb over the fallen parts of the wall into the city, others were endeavouring to mount the walls by scaling ladders, and the Aetolians were hurrying up from all parts to meet the attack. The one quarter where the suburban buildings stood was so far neither attacked nor guarded, but those who were to attack it were eagerly awaiting the signal and none were there to defend it. It was already dawn when the consul gave the signal and they penetrated into the city without any opposition, some over the ruined walls, others, where the walls were intact, by means of scaling ladders. As soon as the shouting was heard which announced that the city was captured the Aetolians left their posts and fled to the citadel.
The consul gave his victorious troops leave to sack the city, not as an act of vengeance, but in order that the soldiery who had been forbidden this in so many captured cities might in one place at least taste the fruits of victory. About midday he recalled his men and formed them into two divisions. One he ordered to march round the foot of the mountain to a peak which was the same height as that on which the citadel stood and separated from it by a ravine as though torn away from it. The twin peaks were so near one another that missiles could be thrown from the rock on to the citadel. With the other division the consul intended to mount up to the citadel, and he waited in the city for the signal from those who were to surmount the peak. Their cheers on occupying the height and the attack of the other division from the city were too much for the Aetolians, utterly broken as their courage was and with no preparation for standing a siege in the citadel, which could hardly contain, much less protect, the women and children and the other non-combatants who had crowded there. So at the first assault they laid down their arms and surrendered. Amongst them was Damocritus, the first magistrate of Aetolia. At the beginning of the war he had told T. Quinctius, on his request for a copy of the decree inviting Antiochus, that be would give it him in Italy when the Aetolians were encamped there. This piece of arrogance made his surrender all the more pleasing to the victors.

### 25

Whilst the Romans were laying siege to Heraclea, Philip, as arranged with the consul, was attacking Lamia. He had gone to Thermopylae to offer the consul and the people of Rome his congratulations on the victory and at the same time to excuse himself on the ground of illness for not having taken part in the operations against Antiochus. Then the two commanders separated to carry on the siege of the two places simultaneously. These are about seven miles distant from each other, and as Lamia stands on rising ground and looks towards Mount Oeta the distance between them seems very short and all that goes on in the one place can be seen from the other. The Romans and the Macedonians were strenuously engaged as though in mutual rivalry in siege operations or in actual fighting night and day. But the Macedonians had the more difficult task owing to the fact that the Roman galleries and vineae and all their siege engines were above ground while the Macedonians conducted the attack by means of subterranean mines, and in difficult places they often came to rock upon which iron tools could make no impression. Finding that he was making little progress, the king held conferences with the leading men of the place in the hope that the townsmen might be induced to surrender. He felt quite certain that if Heraclea were taken first they would surrender to the Romans sooner than to him and that the consul would win their gratitude for having raised the siege. His surmise proved correct, for no sooner was Heraclea taken than a message reached him requesting him to abandon the siege, for as it was the Romans who had fought the engagement with the Aetolians it was but fair that they should have the prize of victory. So Lamia was relieved and through the fall of a neighbouring city escaped a similar fate.

### 26

Shortly before the fall of Heraclea the Aetolians, assembled in council at Hypata, sent a deputation to Antiochus including Thoas, who had been sent before. They were instructed to ask the king to call up his land and sea forces once more and cross over into Greece; if anything prevented him from doing this, then they were to ask him to send money and troops and to point out to him that it concerned his regal dignity and his personal honour not to betray his allies, and if he allowed the Romans after destroying the Aetolians to have a perfectly free hand and land in Asia with all their forces the very safety of his kingdom would be imperilled. What they said was true and therefore made all the deeper impression on the king. He gave them money for their immediate requirements and pledged himself to send military and naval assistance. Thoas he kept with him, and the man was very glad to remain behind, as being on the spot he might make the king fulfil his promises.

### 27

The fall of Heraclea, however, broke the spirit of the Aetolians. Within a few days of their asking Antiochus to resume hostilities and return to Greece they laid aside all thoughts of war and sent envoys to the consul to sue for peace. When they began to speak, the consul cut them short by saying that there were other matters which had to be attended to first. He then granted them a ten days' armistice and directed them to return to Hypata accompanied by L. Valerius Flaccus, to whom they were to refer the questions they had intended to discuss with him, and any other matters which they wished to discuss. On his arrival at Hypata, Flaccus found the Aetolian leaders assembled in council and deliberating as to what line they should take in negotiating with the consul. They were preparing to begin by alleging the old-standing treaty-rights and their service to Rome, when Flaccus bade them desist from appealing to treaties which they had themselves violated and broken. They would gain much more, he told them, by confessing their misdoings and simply asking for mercy. Their only hope of safety lay not in the strength of their case but in the clemency of the Roman people, and if they adopted a suppliant attitude he would stand by them before the consul and in the senate at Rome, for they would have to send their delegates there also. All those present saw that only one path led to safety, namely their formal submission to Rome. They believed that their appearance as suppliants would give them an inviolable character in Roman eyes, and they would still preserve their independence should Fortune hold out any better prospect.

### 28

When they appeared before the consul, Phaeneas, the head of the deputation, made a long speech, adapted in various ways to mitigate the victor's wrath, and concluded by saying that the Aetolians committed themselves and all that they had to the honour and good faith of the people of Rome. When the consul heard that he said, "Be quite sure that these are the terms on which you surrender." Phaeneas showed him the decree in which they were expressly stated. "Since then," he replied, "you do make this complete surrender, I require you to give up at once Dicaearchus, your fellow-citizen, and Menestus the Epirote" - he was the man who introduced a body of troops into Naupactus and drove the citizens into revolt - "and Amynander and the Athamanian leaders who persuaded you to revolt from us." Phaeneas hardly allowed the Roman to finish his sentence before he replied: "We have not surrendered ourselves into slavery, but to your protection and good faith, and I am quite sure that it is because you do not know us that you lay upon us commands which are opposed to the usage of the Greeks." To this the consul retorted: "No, I do not trouble myself much as to what the Aetolians consider the usage of the Greeks as long as I follow the usage of the Romans and impose my commands on those who, after being vanquished by force of arms, have just surrendered by their own formal decree. If, then, my command is not promptly obeyed, I shall at once order you to be thrown into irons." He then ordered fetters to be brought and the lictors to close round Phaeneas. Phaeneas and the other Aetolians were now thoroughly cowed, they at last realised their position, and he said that he and the Aetolians with him quite saw that they must carry out the consul's commands, but it was necessary that a decree to that effect should be made at a meeting of the national council. In order that this might be done he asked for a ten days' armistice. Flaccus supported the request, which was granted, and they returned to Hypata. Here Phaeneas reported to the inner council - known as the Apokleti - the commands laid upon them and the fate which had all but overtaken him and his colleagues. The magnates deplored the situation to which they were reduced, but they decided that their conqueror must be obeyed and that the Aetolians from every town should be summoned to a general council.

### 29

The whole population of Aetolia was thus assembled, and when they heard the report they were so exasperated by what they considered as the harshness and insulting tone of the order that even had they been at peace the angry outburst would have driven them into war. Besides the anger thus aroused, there were difficulties in the way of carrying out the command. How, they asked, could they possibly surrender Amynander? Their hopes, too, had been raised by the presence of Nicander, who had just returned from his mission to Antiochus and had filled the minds of the populace with the illusory prospect of huge forces being massed both by land and sea. After a voyage of twelve days from Ephesus he landed at Phalara on the Maliac Gulf, on his way to Aetolia. From there he went to Lamia, where he left the money which the king had given them, and then started early in the evening for Hypata, with an escort of light troops, through by-paths with which he was familiar. Whilst traversing the country between the Roman and Macedonian camps, he came upon a Macedonian outpost and was taken to the king. Philip had not finished dinner, and when he was informed of the arrest he treated him, not as an enemy but as a guest, and bade him sit down and partake of the banquet. Then after the other guests had left he detained him, telling him at the same time that he had nothing to fear. He proceeded to blame the Aetolians severely for their crooked policy, which had always recoiled on their own heads, for it was they who first brought the Romans and afterwards Antiochus into Greece. He went on to say that he should forget the past, which it was easier to censure than to amend, and he would not do anything to insult the Aetolians amidst their misfortunes; they in return ought to put an end to their ill-will towards him, and Nicander in particular ought never to forget that day in which he had saved his life. He then assigned him an escort to conduct him to a place of safety, and Nicander arrived at Hypata whilst the Aetolians were debating the question of making peace with Rome.

### 30

The booty secured round Heraclea was either sold by Manius Acilius or given to the soldiers. On learning that the decision come to at Heraclea did not make for peace and that the Aetolians had concentrated at Naupactus, where they intended to meet the whole brunt of the war, the consul sent Appius Claudius with 4000 men to occupy the heights which commanded the difficult mountain passes while he himself ascended Mount Oeta. Here he offered sacrifice to Hercules at a place called Pyra, because it was there that the mortal body of the god was cremated. From there he continued his march with the whole of his army and made fairly satisfactory progress till he came to Corax. This is the highest peak between Callipolis and Naupactus, and whilst crossing it many of the draught animals fell with their packs down the precipices, and there were casualties among the troops. It was easy to see with what an inactive enemy he had to deal, for no attempt had been made to post troops so as to close the pass, which was so difficult and dangerous. As it was, the army had sustained casualties before the consul got down to Naupactus. Opposite the citadel he established a fortified post, the other quarters of the city he invested, the troops being distributed according to the situation of the walls. This siege involved quite as much labour and effort as that of Heraclea.

### 31

Messene, in the Peloponnese, had refused to join the Achaean league, and the Achaeans now laid siege to it. Neither of the two cities, Messene and Elis, were members of the league; their sympathies were with the Aetolians. The Eleans, however, after Antiochus' flight from Greece, returned a more conciliatory reply to the Achaean envoy and said that when the king's garrison was withdrawn they would consider what they ought to do. The Messenians, on the other hand, dismissed the envoys without vouchsafing any reply whatever and commenced hostilities. But the devastation of their land in all directions by fire and sword and the sight of the Achaean camp near their city made them tremble for their safety, and they sent a message to T. Quinctius at Chalcis to the effect that as he was the author of their liberty the men of Messene were prepared to open their gates to the Romans and surrender their city to them, but not to the Achaeans. On receipt of this message Quinctius at once left Chalcis and sent word to Diophanes, the captain-general of the Achaeans, to withdraw his army at once from Messene and go to him. Diophanes obeyed and raised the siege, and then hurrying on in advance of his army met Quinctius near Andania, a town lying between Megalopolis and Messene. When he began to explain his reasons for attacking the place Quinctius gently rebuked him for taking such an important step without his sanction and ordered him to disband his army and not to disturb the peace which had been established for the good of all. He commanded the Messenians to recall their banished citizens and join the Achaean league; if there were any conditions they objected to, or any safeguards for the future which they wanted, they were to go to him at Corinth. At the same time he ordered Diophanes to convene a meeting of the Achaean league forthwith, at which he would be present. In his address to the council he pointed out how the island of Zacynthus had been treacherously seized, and he now demanded its restoration to the Romans. The island, he explained, had at one time formed part of Philip's dominions and he had given it to Amynander as the price of being allowed to march through Athamania into the north of Aetolia, the result of his expedition being that the Aetolians abandoned all further resistance and sued for peace. Amynander made Philip of Megalopolis governor of the island. Subsequently when Amynander joined Antiochus in war against Rome he recalled Philip to take up active service and sent Hierocles of Agrigentum to succeed him.

### 32

After Antiochus' flight from Thermopylae and the expulsion of Amynander from Athamania at the hands of Philip, Hierocles entered into negotiations with Diophanes and sold the island to the Achaeans. The Romans considered it their lawful prize of war; it was not for the benefit of Diophanes and the Achaeans that the legions of Rome fought at Thermopylae. In his reply Diophanes sought to exculpate himself and his nation and brought forward arguments to justify their action. Some of those present protested that they had from the beginning discountenanced that action, and they now remonstrated against the pertinacious attitude of their chief magistrate. They succeeded in getting a decree made referring the whole question to Quinctius for him to deal with. To those who opposed him Quinctius was stern and uncompromising, but if you gave way he was just as placable. Laying aside every trace of anger in look and voice, he said: "If I thought that the possession of that island would be an advantage to the Achaeans I should advise the senate and people of Rome to allow you to keep it. When, however, I look at a tortoise which has completely shrunk into its shell I see that it is safe against every blow, but when it puts forth any portion of its body, the part put forth is exposed and defenceless. Just so with you, Achaeans. As long as you are shut in on all sides by the sea, you have no difficulty in incorporating in your league and protecting all the States within the frontiers of the Peloponnese, but if through a passion for aggrandisement you go beyond those frontiers all that you possess outside is defenceless and lies at the mercy of every assailant." With the unanimous assent of the council - not even Diophanes venturing to raise any opposition - Zacynthus was ceded to the Romans.

### 33

As the consul was starting for Naupactus, Philip asked him if he wished him to recover the cities which had renounced their alliance with Rome. On receiving the consul's consent he marched his army to Demetrias, as he was fully aware of the confusion which prevailed there. The citizens were in despair, they saw themselves deserted by Antiochus, with no prospect of help from the Aetolians, and were daily expecting the arrival of their enemy Philip, or of a more relentless enemy still, the Romans, who had more reason to be angry with them. There was in the city a disorganised body of Antiochus' soldiers, the small force which had been left to hold the city, joined afterwards by the fugitives from the battle, who came in, most of them, without arms. They had neither the strength nor the resolution to stand a siege, and when emissaries from Philip held out to them hopes of obtaining pardon they sent to him to say that the gates were open to the king. Some of the principal men left the city as he entered it; Eurylochus committed suicide. In accordance with the stipulation, the soldiers of Antiochus were sent through Macedonia and Thrace to Lysimachia under the protection of a Macedonian escort. There were also at Demetrias a few ships under the command of Isodorus, they too were allowed to depart with their commander. Philip then went on to reduce Dolopia, Aperantia, and some cities in Perrhaebia.

### 34

While Philip was thus engaged T. Quinctius, after taking over Zacynthus from the Achaean council, sailed to Naupactus, which had been standing a siege for two months, but was now nearing its fall. Its forcible capture would probably have brought ruin on the Aetolians as a nation. Quinctius had every reason for being embittered against them; he had not forgotten that they were the only people that had spoken slightingly of him when he was winning the glory of liberating Greece and had refused to be guided by him when he sought to dissuade them from their mad project by forewarning them as to what would happen to them, a forewarning which events had just now proved to be true. As, however, he looked upon himself as especially bound to see that no State in the Greece which he had freed was utterly destroyed, he decided to walk up to the walls so that the Aetolians could easily see who he was. He was at once recognised by the advanced posts, and the news rapidly spread throughout the city and troops that Quinctius was there. There was a general rush to the walls; the people all held out their hands in supplication, and with one voice appealed to him by name and implored him to come to their succour and save them. He was deeply moved by this appeal, but at the same time he made signs to them that it was not in his power to help them. When he saw the consul he said to him, "M. Acilius, do you fail to see what is going on, or if you are quite aware of it do you consider that it in no way touches the supreme interest of the Republic?" The consul's attention was aroused and he replied, "Why are you not explicit? What do you mean?" Quinctius continued, "Do you not see, now that Antiochus is crushed, how you are wasting time in laying siege to a couple of cities when your year of office has almost expired, while Philip, who has never seen the standards or the battle-line of the enemy, has been annexing not cities only, but all those States, Athamania, Perrhaebia, Aperantia, Dolopia? And yet it is not so important to us that the strength and resources of the Aetolians should be weakened as it is that Philip should not be allowed to extend his dominions indefinitely and hold all those States as the prize of victory while you and your soldiers cannot pride yourselves on the conquest of two cities."

### 35

The consul quite agreed, but he felt it somewhat humiliating to abandon the siege without accomplishing anything. Finally the matter was left for Quinctius to settle. He went back to that section of the walls from which the Aetolians had been calling out to him. They were still there and began to implore him still more earnestly to take pity on the nation of the Aetolians. On this he told some of them to come out to him; Phaeneas and others of their leaders at once went out. As they prostrated themselves at his feet, he said, "Your unhappy plight makes me check the expression of my angry feelings. What I told you beforehand would come to pass has actually happened, and you have not even the comfort left you of believing that you do not deserve your fate. Since, however, I have been somehow destined to be the nursing father of Greece, I shall not desist from showing kindness even to those who have shown themselves ungrateful. Send a deputation to the consul and ask him for an armistice to allow you time to send envoys to Rome with instructions to place yourselves entirely at the mercy of the senate. I will support you before the consul as your advocate and intercessor." They followed his advice and the consul was not deaf to their appeal; an armistice was granted until the result of the mission to Rome was known; the siege was raised and the army sent into Phocis. The consul accompanied by T. Quinctius went to Aegium to attend a meeting of the Achaean council. The subjects of discussion were the entrance of the Eleans into the league and the restoration of the Lacedaemonian exiles. Neither question was settled; the Achaeans preferred that the latter should be left to them to carry out as an act of grace, and the Eleans wished their incorporation into the league to be spontaneous on their part rather than that it should be effected through the Romans.
A deputation from the Epirots visited the consul. It was pretty generally understood that their professions of friendship were insincere, for though they had not furnished Antiochus with troops it was alleged that they had given him pecuniary assistance and they made no attempt to deny that they had opened negotiations with him. Their request to be allowed to continue on the old friendly footing was met by the consul with the remark that he did not know whether he was to regard them as friends or as foes. The senate would decide that; he referred their whole cause to Rome, and for that purpose he granted them an armistice for ninety days. When they appeared before the senate they were more concerned to mention acts of hostility which they had not committed than to clear themselves from the actual charges made against them. The reply they received was such as to make them understand that they had obtained pardon rather than proved their innocence. Just before this a deputation from Philip was introduced into the senate to present his congratulations upon the recent victory and to request to be allowed to offer sacrifices in the Capitol and place an offering of gold in the temple of Jupiter Optimus Maximus. On receiving the senate's permission they deposited a golden crown weighing 100 pounds. Not only was this gracious reception accorded to them, but Philip's son Demetrius, who was living in Rome as a hostage, was placed in their hands to be taken back to his father. Such was the close of the campaign which Manius Acilius the consul conducted against Antiochus in Greece.

### 36

The other consul, Publius Cornelius Scipio, had in the ballot drawn Gaul as his province. Before leaving for the coming war with the Boii he asked the senate to vote a sum of money for the Games which he had vowed in the crisis of battle during his praetorship in Spain. They looked upon his request as unprecedented and unjustifiable and passed a resolution to the effect that as he had vowed Games on his own initiative without consulting the senate he should meet the cost of them from the proceeds of the spoils taken from the enemy, if he had any money reserved for the purpose, otherwise he must bear the expense himself. He celebrated the Games for ten days. The temple of Mater Magna Idaea was dedicated about this time. It was during the consulship of P. C. Scipio - afterwards called Africanus - and P. Licinius that the goddess was brought from Asia; the above-named P. Cornelius conducted her from the harbour to the Palatine. The censors, M. Livius and C. Claudius, had signed the contract for the building in accordance with instructions from the senate during the consulship of M. Cornelius and P. Sempronius. After the lapse of thirteen years M. Junius Brutus dedicated it, and the Games which were exhibited on the occasion of its dedication were, according to Valerius Antias, the first scenic Games ever given and were called the Megalesia. Another dedication was that of the temple of Juventas in the Circus Maximus, which was carried out by C. Licinius Lucullus. M. Livius had vowed it on the day when he destroyed Hasdrubal and his army, and when he was censor he signed the contract for its construction in the consulship of M. Cornelius and P. Sempronius. Games were celebrated in connection with this dedication also and everything was done with greater solemnity in view of the fresh war which was impending with Antiochus.

### 37

At the beginning of the year in which the above events took place, before M. Acilius had left for the war and whilst P. Cornelius was still in Rome, various portents were announced. There is a tradition that two tame oxen in the Carinae climbed up the stairs on to the flat roof of a building. The haruspices ordered them to be burnt alive and the ashes thrown into the Tiber. At Terracina and Amiternum several showers of stones were said to have fallen. At Menturnae the temple of Jupiter and the booths round the forum were reported to have been struck by lightning, and at Volturnus two ships in the mouth of the river which had been similarly struck were burnt out. In consequence of these portents the senate gave directions for the decemviri to consult the Sibylline Books, and they ordained that a fast day must be instituted in honour of Ceres to be observed every five years; that the sacrifices should be offered for nine days and solemn intercessions for one day, the suppliants to wear wreaths of laurel leaves, and that the consul should offer sacrifice to such deities and with such victims as the decemvirs should name. After the gods had been appeased and the portents duly expiated the consul left for his province. On his arrival he ordered the proconsul Cneius Domitius to disband his army and depart for Rome; he himself led his army into the country of the Boii.

### 38

Shortly before this the Ligurians had assembled an army under the "Lex Sacrata" and made a sudden attack upon the camp where the proconsul Q. Minucius was in command. He kept his men drawn up within the rampart until daybreak to prevent the enemy from getting over his lines at any point. As soon as it was light he made a sortie from two of the camp gates simultaneously. But the Ligurians were not, as he had expected, repulsed at the first attempt; for more than two hours they maintained the struggle without either side gaining any advantage. At length, as detachment after detachment issued from the camp, and fresh troops relieved those who were exhausted with fighting, the Ligurians, worn out and suffering especially from want of sleep, turned and fled. Over 4000 of the enemy were killed, the Romans and allied troops lost less than 300. About two months later, P. Cornelius fought a most successful action with the army of the Boii. Valerius Antias states that 28,000 of the enemy were slain and 3400 made prisoners, and that the spoils included 124 standards, 1230 horses and 247 wagons, whilst in the victorious army 1484 men fell. Though we can place little confidence in this writer so far as numbers are concerned, for no one is more reckless in exaggerating them, it was evidently a great victory, for the camp of the Boii was captured and they made their surrender immediately after the battle. Moreover, special thanksgivings were ordered by the senate for the victory and full-grown victims sacrificed.

### 39

It was about this time that M. Fulvius Nobilior entered the City in ovation after his return from Further Spain. He brought over 10,000 pounds of silver, 13,000 silver denarii and 127 pounds of gold. After receiving the hostages from the Boii, P. C. Scipio by way of punishment mulcted them of nearly half their territory in order that the Roman people might if they chose settle colonists on it. When on the point of departure to celebrate, as he confidently expected, his triumph, he disbanded his army with orders to be in Rome by the day of triumph. The day following his arrival the senate met in the temple of Bellona and after he had given a full account of his campaign he requested to be allowed to make a triumphal entry into the City. One of the tribunes of the plebs, P. Sempronius Blaesus, was of opinion that though the honour of a triumph ought not to be refused altogether it ought to be delayed. The wars with the Ligurians, he said, were always closely connected with those against the Gauls, for these nations being neighbours rendered each other mutual help. If after his decisive defeat of the Boii Scipio had either crossed the Ligurian frontiers with his army or sent a part of his force to the assistance of Q. Minucius, who had now been detained there three years by an indecisive war, the Ligurian resistance might have been completely broken. In order to swell his triumph he had now brought back soldiers who could have rendered invaluable service to the commonwealth and could do so still if the senate would agree to make good what he in his haste to enjoy a triumph had left undone by delaying that triumph. He should be ordered to return with his legions to his province and see that the Ligurians were thoroughly subdued; unless they were brought under the dominion of Rome the Boii would be in a constant state of unrest; whether it be peace or war it must be with both of them together. When he has reduced the Boii to submission P. Cornelius will enjoy his triumph a few months hence like many before him who did not celebrate their triumph during their year of office.

### 40

The consul in his reply reminded the tribune that he did not receive Liguria as his province nor was it with the Ligurians that he had been at war, nor was it over the Ligurians that he asked for a triumph. Q. Minucius would, he felt quite sure, soon subjugate them, and then he would ask for a triumph and it would be granted him because it would be well deserved. He (the speaker) was asking for a triumph over the Boii after defeating them in battle, depriving them of their camp, receiving the submission of the entire nation two days after the battle, and bringing away a number of hostages as a guarantee of peace for the future. But a much stronger reason for his request being granted was the fact that the number of Gauls killed amounted to more than all the thousands of Boii, to say the least, with which any Roman general before his time had ever fought. Out of 50,000 men more than half had fallen, many thousands had been made prisoners, only old men and boys were left among the Boii. Could then anyone wonder why the victorious army after leaving not a single active enemy in the province had come to Rome to grace the consul's triumph? "If," he continued, "the senate wishes to employ these soldiers in another field, in what way do you think they will be made more ready to face fresh toils and dangers? By recompensing them in full for the perils and labours they have already undergone, or by sending them off with expectations instead of rewards after they have been cheated of the hopes already formed? As for myself, I had glory enough to last my lifetime on the day when the senate judged me to be the best and worthiest in the commonwealth and sent me to receive Mater Idaea. The bust of P. Scipio Nasica will be sufficiently honoured by bearing that record inscribed upon it though neither consulship nor triumph were added."
Not only were the senate unanimous in decreeing a triumph, but the tribune bowed to their authority and withdrew his opposition. So the consul P. Cornelius triumphed over the Boii. In the triumphal procession armour, weapons, standards and booty of all descriptions, including bronze vases, were carried in Gaulish wagons. There were also borne in the procession 1471 golden torques, 247 pounds of gold, 2340 pounds of silver, partly in bars, partly wrought, not inartistically, into native vessels, and 23,400 silver denarii. To each of the soldiers who marched behind his chariot he gave as largesse 125 ases, twice as much to each centurion, and three times as much to each of the horsemen. The next day the Assembly met, and in his speech he gave an account of his campaign and dwelt on the injustice of their tribune in trying to involve him in a war which was outside his province, and so rob him of the fruits of the victory which he had won. At the close of his speech he released his men from their military oath and discharged them.

### 41

All this time Antiochus was stopping in Ephesus quite unconcerned about the war with Rome as though the Romans had no intention of landing in Asia. This apathy was due either to the blindness or the flattery of most of his councillors. Hannibal, who at that time had great influence with the king, was the only one who told him the truth. He said that so far from feeling any doubt about the Romans going, his only wonder was that they were not there already. The voyage, he pointed out, from Greece to Asia was shorter than from Italy to Greece, and Antiochus was a more dangerous foe than the Aetolians, nor were the arms of Rome less potent on sea than on land. Their fleet had been for some time cruising off Malea, and he understood that fresh ships and a fresh commander had come from Italy to take part in the war. He begged Antiochus therefore to give up all hopes of being left in peace. Asia would be the scene of conflict, for Asia itself he would have to fight by sea and by land, and either he must wrest the supreme power from those who were aiming at world-wide dominion or else he must lose his own throne. The king realised that Hannibal was the only one who saw what was coming and told him the honest truth. Following his advice, he took all the ships that were ready for war to the Chersonese in order to strengthen the places there with garrisons in case the Romans came by land. Polyxenidas received instructions to fit out the rest of the fleet and put to sea, and a number of scouting vessels were sent to patrol the waters round the islands.

### 42

C. Livius was in command of the Roman fleet. He proceeded with fifty decked ships to Neapolis, where the open vessels which the cities on that coast were bound by treaty to furnish had received orders to assemble. From there he steered for Sicily and sailed through the strait past Messana. When he had picked up the six vessels which had been sent by Carthage and the ships which Regium and Locris and the other cities under the same treaty obligation had contributed he performed the lustration of the fleet and put out to sea. On reaching Corcyra, which was the first Greek city he came to, he made inquiries as to the state of the war - for peace did not prevail throughout Greece - and the whereabouts of the Roman fleet. When he learnt that the consul and the king were encamped near the Pass of Thermopylae, and that the Roman fleet was lying in the Piraeus, he felt that for every reason he ought to lose no time and at once set sail for the Peloponnese. As Same and Zacynthus had taken the side of the Aetolians he devastated those islands and then shaped his course to Malea, and as the weather was favourable he reached the Piraeus in a few days and here he found the fleet. Whilst off Scyllaeum he was joined by Eumenes with three ships. Eumenes had remained for some time at Aegina, unable to make up his mind what to do, whether to return home and defend his kingdom, as he was constantly being told that Antiochus was concentrating naval and military forces at Ephesus. or whether to remain in close touch with the Romans, on whom he knew that his fate depended. A. Atilius handed over to his successor the twenty-four decked ships in the Piraeus, and then left for Rome. Livius sailed to Delos with eighty-one decked vessels and many smaller, some undecked and beaked, others without beaks, to be used as scouts.

### 43

The consul was laying siege to Naupactus at the time. Livius was detained at Delos by contrary winds for several days; the seas round the Cyclades are liable to violent storms, owing to the numerous channels, some narrower, some wider, which separate the islands. Polyxenidas received intelligence through the scouting vessels which were patrolling those waters that the Roman fleet was lying at Delos, and he sent on the information to the king. Antiochus abandoned his designs in the Hellespont and returned to Ephesus with all possible speed, taking his warships with him. He at once called a council of war to decide whether he ought to risk an engagement. Polyxenidas was opposed to any delay, and said that they certainly ought to engage before Eumenes and the Rhodians joined the Roman fleet. In that case they would not be so very unequally matched in point of numbers and in everything else they would have the advantage, in the speed of their vessels and in various other respects, for the Roman ships were awkwardly built and slow, and as they were going to a hostile country they would be heavily laden with stores, whilst the king's ships, having none but friends all round them, would carry nothing but soldiers and their equipment. They would be greatly assisted, too, by their familiarity with the sea and the coasts and their knowledge of the winds; the enemy on the other hand, who was ignorant of all this, would be thrown into confusion by them. The council unanimously approved of his proposal, since the man who made it was also the one who was to carry it out.
Two days were spent in preparations, on the third day they set sail for Phocaea with a fleet of a hundred ships, seventy decked, the rest open ships, but all smaller than the corresponding vessels of the enemy fleet. On hearing that the Roman fleet was approaching, the king, who had no intention of taking part in a naval battle, withdrew to Magnesia ad Sipylum to assemble his land forces, the fleet sailing on to Cissus, the port of Erythrae, as that appeared a more suitable place in which to await the enemy. The Romans had been detained at Delos for some days by northerly winds; when these subsided they put out from Delos and steered for the harbour of Phanae, at the southern end of Chios, facing the Aegean. They then brought their ships up to the city, and after taking in supplies sailed to Phocaea. Eumenes, who had gone to his fleet at Elea, returned in a few days with twenty-four decked ships and a larger number of open ones, and sailed on to Phocaea, where he found the Romans getting their ships ready and making every preparation for the coming naval contest. From Phocaea they put to sea with one hundred and five decked ships and about fifty open ones. At first they were driven towards the land by the northerly winds which blew across their course and were forced to sail in almost a single line; when the wind became less violent they endeavoured to make the harbour of Corycus, which lies beyond Cissus.

### 44

When news was brought to Polyxenidas of the approach of the Roman fleet he was delighted at the prospect of a fight. Extending his left towards the open sea he ordered the captains of the right division to align their ships towards the land, and in this way he advanced to battle with a straight front. On seeing this the Roman commander took in sail, lowered his masts, and stowing away the tackle waited for the ships in the rear to come up. His front line now consisted of thirty ships, and in order to make it extend as far as the enemy's left he directed these vessels to set up their foresails and steer for the open sea; those behind, as they came up, were ordered to direct their course landward against the enemy's right. Eumenes was bringing up the rear, but as soon as he saw the hurried removal of the masts and rigging he urged his ships on with all possible speed. Full in view of both fleets were two Carthaginian vessels which outstripped the Roman fleet and three of the king's ships went to meet them. The inequality of numbers enabled two of these to close on one of the Carthaginian vessels, and after shearing off both banks of oars they boarded it and flinging overboard or killing the defenders captured the ship. The other Carthaginian ship which had only one opponent, seeing its sister-ship captured, fled back to the Roman fleet before the three could make a simultaneous attack upon it. Livius was furious and made straight in his flagship for the enemy, and as the two vessels which had overpowered the single Carthaginian ship bore down upon him, expecting the same success, he ordered the rowers to back water on both sides so that the way of the ship might be stopped. Then he ordered them to hook their grappling irons on to the enemy ships and when they had made a soldiers' battle of it to remember that they were Romans and not to look upon the slaves of Antiochus as men. This one ship now defeated and captured the two much more easily than the two had captured the single one previously. By this time the fleets were engaged along the whole line and as the fighting went on the ships became everywhere intermixed. Eumenes, who had come up after the battle had commenced seeing that Livius had thrown the enemy's left into confusion, attacked the right division where the struggle was still an equal one.

### 45

It was not long before the enemy's left division took to flight, for when Polyxenidas saw that he was clearly worsted as far as the courage of his soldiers was concerned he lowered his foresails and fled away in disorder, and those who had been engaged with Eumenes near the land very soon did the same. As long as the rowers could hold out and there was any chance of harassing the hindmost ships Eumenes and the Romans kept up a vigorous pursuit. But when they found that owing to the speed of the enemy's ships, which were light as compared with theirs, loaded as they were with supplies, their attempt to overtake them was baffled, they desisted from the pursuit, after capturing thirteen vessels with their troops and crews and sinking ten. The only vessel lost in the Roman fleet was the Carthaginian vessel, overpowered by the two assailants at the beginning of the battle. Polyxenidas did not stop his flight till he was in the harbour of Ephesus. The Romans remained for that day at Cissus, from which place the king's fleet had gone out to battle; the next day they continued to follow up the enemy. Midway on their course they were met by twenty-five decked ships from Rhodes under the command of Pausistratus. With their united fleets they still followed up the enemy and appeared in line of battle before the entrance of the harbour. After they had thus forced the enemy to admit his defeat, the Rhodians and Eumenes were sent home and the Romans started for Chios. They sailed past Phocaea, one of the Erythraean ports, and then anchored for the night. The next day they sailed up to the city itself. Here they stayed for a few days mainly to recruit the crews and then they proceeded to Phocaea. Here four quinqueremes were left to guard the city and the fleet went on to Canae, where as the winter was approaching the ships were drawn up on land and protected by a ring of entrenchments. At the close of the year the elections were held. The new consuls were L. Cornelius Scipio and C. Laelius, and all were looking upon Africanus to end the war with Antiochus. The praetors elected on the following day were M. Tuccius, L. Aurunculeius, Cn. Fulvius, L. Aemilius, P. Junius and C. Atinius Labeo.