Cleomenean War The Cleomenean War ( 229 / 228 – 222 BC ) was fought by Sparta and its ally , Elis , against the Achaean League and Macedon . The war ended in a Macedonian and Achaean victory . In 235 BC , Cleomenes III ( 235 – 222 BC ) ascended the throne of Sparta and began a program of reform aimed at restoring traditional Spartan discipline while weakening the influence of the ephor s , elected officials who wielded extraordinary political power , although they had sworn to uphold the rule of Sparta ' s kings . When , in 229 BC , the ephors sent Cleomenes to seize a town on the border with Megalopolis , the Achaeans declared war . Cleomenes responded by ravaging Achaea . At Mount Lycaeum he defeated an army under Aratus of Sicyon , the strategos of the Achaean League , that had been sent to attack Elis , and then routed a second army near Megalopolis . In quick succession , Cleomenes cleared the cities of Arcadia of their Achaean garrisons , before crushing another Achaean force at Dyme . Facing Spartan domination of the League , Aratus was forced to turn to Antigonus III Doson ( 229 – 221 BC ) of Macedon and request that he assist the Achaeans ' efforts to defeat the Spartans . In return for Macedonian assistance , the Achaeans were obliged to surrender the citadel overlooking Corinth to Antigonus . Cleomenes eventually invaded Achaea , seizing control of Corinth and Argos . But Cleomenes was forced to retreat to Laconia when Antigonus arrived in the Peloponnese . Cleomenes fought the Achaeans and the Macedonians at Sellasia , where the Spartans were routed . He then fled to the court of his ally , Ptolemy III of Egypt ( 246 – 222 BC ) , where he ultimately committed suicide in the wake of a failed revolt against the new Pharaoh , Ptolemy IV ( 221 – 205 BC ) . Prelude . Cleomenes III ascended the throne of Sparta in 236 BC or 235 BC , after deposing his father , Leonidas II . His accession to power ended a decade - long period of heightened conflict between the two royal families . Sparta ' s ancient dual kingship was explained by the founding legend , that the original conquerors of Sparta were twin brothers and their descendants shared Sparta . During the turmoil , Leonidas II had executed his rival king , the reformist Agis IV . In 229 BC , Cleomenes took the important cities Tegea , Mantineia , Caphyae and Orchomenus in Arcadia , who had by then allied themselves with the Achaean League , a powerful Greek confederation of city state s in central Greece . Historians Polybius and Sir William Smith claim that Cleomenes seized the cities by treachery ; however , Richard Talbert , who translated Plutarch ' s account of Sparta , and historian N . G . L . Hammond say Cleomenes occupied them at their own request . Later that year , the ephors sent Cleomenes to seize the Athenaeum , near Belbina . Belbina was one of the entrance points into Laconia and was disputed at the time between Sparta and Megalopolis . Meanwhile , the Achaean League summoned a meeting of her assembly and declared war against Sparta . Cleomenes in return fortified his position . Aratus of Sicyon , the strategos of the Achaean League , tried to re - take Tegea and Orchomenus in a night attack . Efforts from inside the city failed , though , and Aratus quietly retreated , hoping to remain unnoticed . Cleomenes nonetheless discovered the plan and sent a message to Aratus asking about the goal of his expedition . Aratus replied that he had come to stop Cleomenes from fortifying Belbina . Cleomenes responded to this by saying : " If it ' s all the same to you , write and tell me why you brought along those torches and ladders . " Early years and Spartan success . After fortifying Belbina , Cleomenes advanced into Arcadia with 3 , 000 infantry and a few cavalry . However , he was called back by the ephors , and this retreat allowed Aratus to seize Caphyae as soon as Cleomenes returned to Laconia . Once this news reached Sparta , the ephors sent Cleomenes out again ; he managed to capture the Megalopian city Methydrium before ravaging the territory surrounding Argos . Around this time , the Achaean League sent an army under a new strategos — Aristomachos of Argos , who had been elected in May 228 BC — to meet Cleomenes in battle . The Achaean army of 20 , 000 infantry and 1 , 000 cavalry advanced on the 5 , 000 - strong Spartan army at Pallantium . Aratus , who had accompanied Aristomachos , advised him to retreat because even 20 , 000 Achaeans were no match for 5 , 000 Spartans . Aristomachos , listening to Aratus ' advice , retreated with the Achaean army . Meanwhile , Ptolemy III of Egypt , who had been an ally of the Achaean League in their wars against Macedon , shifted his financial support to Sparta . Ptolemy made this decision after calculating that a resurgent Sparta would be a more valuable ally against Macedon than a failing Achaean League . In May 227 BC , Aratus was once again elected strategos and attacked Elis . The Elians appealed to Sparta for aid ; as the Achaeans were returning from Elis , Cleomenes attacked and routed their entire army near Mount Lycaeum . Taking advantage of a rumour that he had been killed during the fighting , Aratus attacked and seized Mantinea . Meanwhile , the Eurypontid King of Sparta Eudamidas III , son of Agis IV , died . Pausanias , the Greek writer , claims that Cleomenes had him poisoned . In order to strengthen his position against the ephors , who were opposed to his expansionist policy , Cleomenes recalled his uncle Archidamus V from his exile in Messene to ascend the Eurypontid throne , but as soon as Archidamus returned to the city , he was assassinated . Cleomenes ' involvement in the plot is unclear , since ancient sources contradict each other : Polybius claims that Cleomenes ordered the murder , but Plutarch disagrees . Battle of Ladoceia and reforms . Later in 227 BC , Cleomenes bribed the ephors to allow him to continue his campaign against the Achaeans . Having succeeded with his bribe , Cleomenes advanced into the territory of Megalopolis and captured the village of Leuctra . In response , an Achaean army arrived , relieved the city and inflicted a minor defeat on the Spartan army based nearest the city walls . Cleomenes was therefore obliged to retreat with his troops across a series of ravines . Aratus ordered the Achaeans not to pursue the Spartans across the ravine , but Lydiadas of Megalopolis disobeyed the order and charged with the cavalry in pursuit of the Spartans . Taking advantage of the difficult terrain and the scattered cavalry , Cleomenes sent his Cretan and Tarentine soldiers against Lydiadas . They routed the cavalry , and Lydiadas was amongst the dead . The Spartans , encouraged by these events , charged against the main Achaean forces and defeated the entire army . The Achaeans were so outraged and demoralized by Aratus ' failure to support Lydiadas that they made no further attacks in that year . Cleomenes , who was now confident of the strength of his position , began plotting against the ephors . He first recruited his stepfather , persuading him of the need to do away with the ephors . Cleomenes contended they could then make the ephors ' property common to all citizens and work toward the achievement of Spartan supremacy in Greece . Having won over his stepfather , Cleomenes started preparing his revolution . Employing the men he considered most likely to oppose him ( probably in an attempt to get them killed ) , he captured Heraea and Asea . He also brought in food for the citizens of Orchomenus — which the Achaeans were besieging — before camping outside Mantinea . This campaign exhausted his opponents , who asked to remain in Arcadia so they could rest . Cleomenes then advanced upon Sparta with his mercenaries and sent some loyal followers to slay the ephors . Four of the five ephors were killed ; the sole survivor was Agylaeus , who managed to escape and sought sanctuary in a temple With the ephors vanquished , Cleomenes initiated his reforms . First , he handed over his land to the state ; he was soon followed by his stepfather and his friends , and then by the rest of the citizens . He divided up all of the Spartan land , awarding an equal lot to each citizen . He increased the citizen population by granting citizenship to some perioeci , who constituted the Spartan middle class , but did not at that time have Spartan citizenship . Expanding the citizen population meant that Cleomenes could build a larger army ; he trained 4 , 000 hoplite s and restored the old Spartan social and military discipline . He also strengthened his army by introducing the Macedonian sarissa ( pike ) . Cleomenes completed his reforms by placing his brother , Eucleidas , in charge , making him the first Agiad king on the Eurypontid throne . Domination of the Peloponnese . Ptolemy III of Egypt offered continued assistance to Cleomenes on the condition that the Spartan king would offer his mother and children as hostages . Cleomenes hesitated but his mother , after learning of Ptolemy ' s offer , went voluntarily to Egypt . In 226 BC , the citizens of Mantinea appealed to Cleomenes to expel the Achaean garrison from the city . One night , he and his troops crept into the city and removed the Achaean garrison before marching off to nearby Tegea . From Tegea , the Spartans advanced into Achaea , where Cleomenes hoped to force the League to face him in a pitched battle . Cleomenes advanced with his army to Dyme and was met by the entire Achaean army . In the battle , the Spartans routed the Achaean phalanx , killing many of the Achaeans and capturing others . Following this victory , Cleomenes captured the city of Lasium and presented it to the Elians . The Achaean League was demoralized by this battle ; Aratus declined the generalship , and when both Athens and the Aetolian League turned down their appeals , they sued Cleomenes for peace . Initially , Cleomenes made only minor requests of the Achaean delegates , but as the talks progressed , Cleomenes ' demands became greater and he eventually insisted that leadership of the League be surrendered to him . In exchange , he would return to the Achaeans the prisoners and strongholds he had seized . The Achaeans invited Cleomenes to Lerna , where they were holding council . While marching there , Cleomenes drank too much water , which caused him to lose his voice and cough up blood — a situation that forced him to return to Sparta . Aratus took advantage of this incident , and began plotting against Cleomenes with King Antigonus III Doson of Macedon . Previously , in 227 BC , two ambassadors from Megalopolis were sent to Macedon to request help . Antigonus showed little interest at the time , and these efforts failed . Aratus wanted the Macedonian king to come to the Peloponnese and defeat Cleomenes , in return for control of Acrocorinth . This was not a sacrifice that the League was willing to make , however , and they declined to seek help from Macedon . When the Achaeans arrived at Argos for an assembly , Cleomenes came down from Tegea to meet them . However , Aratus — who had reached an agreement with Antigonus — demanded that Cleomenes present 300 hostages to the Achaeans and enter the city alone , or approach the city with all his forces . When this message reached Cleomenes , he declared that he had been wronged and once again declared war on the Achaeans . Achaea was now in turmoil , and some cities were close to revolt ; many residents were angered at Aratus ' decision to invite the Macedonians into the Peloponnese . Some also hoped that Cleomenes would introduce constitutional changes in their cities . Encouraged by this development , Cleomenes invaded Achaea and seized the cities of Pellene , Pheneus and Penteleium , effectively splitting the Achaean League in half . The Achaeans , concerned about developing treachery in Corinth and Sicyon , dispatched their mercenaries to garrison the cities and then went to Argos to celebrate the Nemean Games . Cleomenes estimated that Argos would be easier to capture while filled with festival - goers and spectators to cause panic . During the night , he seized the rugged area above the city ' s theatre . The people of the city were too terrified to offer resistance . They accepted a garrison , delivered twenty hostages to Cleomenes and became Spartan allies . The capture of Argos gave Cleomenes ' reputation a massive boost , since no Spartan king had ever managed to seize Argos . Even Pyrrhus of Epirus , one of the most famous generals of the age , had been killed while trying to take the city . Soon after the seizure of Argos , Cleonae and Phlius surrendered themselves to Cleomenes . Meanwhile , Aratus was in Corinth investigating those suspected of supporting Sparta . When he heard what had happened at Argos , Aratus expected the city to fall to Sparta . He summoned an assembly and , with all the citizens present , he took his horse and fled to Sicyon . The Corinthians did surrender the city to Cleomenes , but the Spartan king criticized them for failing to arrest Aratus . Cleomenes sent his stepfather Megistonous to Aratus , asking for the surrender of Acrocorinth — the citadel of Corinth , which had an Achaean garrison — in return for a large amount of money . In quick succession , Hermione , Troezen and Epidaurus surrendered to Cleomenes , who went from Argos to Corinth and started besieging the citadel . He sent a messenger to Aratus proposing that Acrocorinth should be garrisoned jointly by both the Spartans and the Achaeans , and that he would deliver a twelve talent pension . Aratus faced the hard decision of whether to give the city to Antigonus or to let it fall to Cleomenes . He chose to conclude an alliance with Antigonus and sent his son as a hostage to Macedon . Cleomenes invaded the territory of Sicyon and blockaded Aratus inside the city for three months before Aratus was able to escape to attend the Achaean council at Aegium . Macedonian intervention . Antigonus , who had brought with him a large force of 20 , 000 infantry and 1 , 300 cavalry , was marching through Euboea towards the Peloponnese . The hostile Aetolian League occupying parts of Thessaly had threatened to oppose him if he went further south than Thermopylae , despite their neutrality at that point in the war . Aratus met Antigonus at Pagae , where he was pressured by Antigonus into giving Megara to Boeotia . When Cleomenes heard of the Macedonian advance through Euboea , he abandoned his siege of Sicyon and constructed a trench and palisade running from Acrocorinth to the Isthmus . He chose this location to avoid facing the Macedonian phalanx head - on . Despite numerous attempts to break through the defensive line and reach Lechaeum , Antigonus ' force failed and suffered considerable losses . These defeats took such a toll on Antigonus that he considered abandoning his attack of the palisade and moving his army to Sicyon . However , Aratus was visited one evening by some friends from Argos who invited Antigonus to come to their city . The Argives were ready to revolt under the command of Aristoteles , as they were irritated that Cleomenes had not made any reforms in the city . Antigonus sent 1 , 500 men under the command of Aratus to sail to Epidaurus and , from there , march to Argos . At the same time the Achaean strategos for the year , Timoxenos , advanced with more men from Sicyon . When the Achaean reinforcements arrived , the entire city except for the citadel was in the hands of the Argives . When Cleomenes heard about the revolt at Argos , he sent his stepfather with 2 , 000 men to try and save the situation . Megistonous was killed while assaulting the city , however , and the relief force retreated , leaving the Spartans in the citadel to continue resistance . Cleomenes abandoned his much stronger position at the Isthmus for fear of being encircled and left Corinth to fall into the hands of Antigonus . Cleomenes advanced his troops upon Argos and forced his way into the city , rescuing the men stuck in the citadel . He retreated to Mantinea when he saw Antigonus ' army on the plain outside the city . After retreating into Arcadia and receiving news of his wife ' s death , Cleomenes returned to Sparta . This left Antigonus free to advance through Arcadia and on the towns that Cleomenes had fortified , including Athenaeum — which he gave to Megalopolis . He continued to Aegium , where the Achaeans were holding their council . He gave a report on his operations and was made chief - in - command of all the allied forces . Antigonus took the opportunity to revive the Hellenic League of Philip II of Macedon , under the name League of Leagues . Most of the Greek city states took part in the league . These included Macedon , Achaea , Boeotia , Thessaly , Phocis , Locris , Acarnania , Euboea and Epiros . Peter Green claims that for Antigonus , the League was just a way to further Macedon ' s power . In the early spring of 223 BC , Antigonus advanced upon Tegea . He was joined there by the Achaeans and together they laid siege to it . The Tegeans held out for a few days before being forced to surrender by the Macedonians ' siege weapons . After the capture of Tegea , Antigonus advanced to Laconia , where he found Cleomenes ' army waiting for him . When his scouts brought news that the garrison of Orchomenus was marching to meet Cleomenes , however , Antigonus broke camp and ordered a forced march ; this caught the city by surprise and forced it to surrender . Antigonus proceeded to capture Mantinea , Heraea and Telphusa , which confined Cleomenes to Laconia . Antigonus then returned to Aegium , where he gave another report about his operations before dismissing the Macedonian troops to winter at home . Knowing that Cleomenes got the money to pay for his mercenaries from Ptolemy , Antigonus , according to Peter Green , seems to have ceded some territory in Asia Minor to Ptolemy in return for Ptolemy withdrawing his financial support of Sparta . Whether this assumption is accurate or not , Ptolemy certainly withdrew his support , which left Cleomenes without money to pay for his mercenaries . Desperate , Cleomenes freed all helots able to pay five Attic minae ; in this way he accumulated 500 talents of silver . He also armed 2 , 000 of the ex - helots in Macedonian style to counter the White Shields , the Macedonian crack troops , before planning a major initiative . Cleomenes noted that Antigonus had dismissed his Macedonian troops and only traveled with his mercenaries . At the time Antigonus was in Aegium , a three - day march from Megalopolis . Most of the Achaeans of military age had been killed at Mount Lycaeum and Ladoceia . Cleomenes ordered his army to take five days ' worth of rations and sent his troops toward Sellasia , to give the appearance of raiding the territory of Argos . From there he went to the territory of Megalopolis ; during the night he ordered one of his friends , Panteus , to capture the weakest section of the walls , while Cleomenes and the rest of the army followed . Panteus managed to capture that section of the wall after killing the sentries . This allowed Cleomenes and the rest of the Spartan army to enter the city . When dawn came , the Megalopolitans realised that the Spartans had entered the city ; some of them fled , while others stood and fought against the invaders . Cleomenes ' superior numbers forced the defenders to retreat , but their rearguard action allowed most of the population to escape — only 1 , 000 were captured . Cleomenes sent a message to Messene , where the exiles had gathered , offering to give back their city if they became his allies . The Megalopolitans refused ; in retaliation the Spartans ransacked the city and burnt it to the ground . Nicholas Hammond estimated that Cleomenes managed to accumulate around 300 talents of loot from the city . Battle of Sellasia . The destruction of Megalopolis shook the Achaean League . Cleomenes set off with his army to raid the territory of Argos , knowing that Antigonus would not resist him due to a lack of men . Cleomenes also hoped that his raid would cause the Argives to lose confidence in Antigonus because of his failure to protect their territory . Walbank describes this raid as being " an impressive demonstration , but it had no effect other than to make it even more clear that Cleomenes had to be defeated in a pitched battle . " In the summer of 222 BC , Antigonus summoned his troops from Macedon , who arrived together with other allied forces . According to Polybius , the Macedonian army consisted of 10 , 000 Macedonian infantry , most of them armed as phalangites , 3 , 000 peltasts , 1 , 200 cavalry , 3 , 000 mercenaries , 8 , 600 Greek allies , and 3 , 000 Achaean infantry , making a total of 29 , 200 men . Cleomenes had fortified all the passes into Laconia with barricades and trenches before setting off with his army of 20 , 000 men to the pass at Sellasia , on the northern border of Laconia . Overlooking the pass at Sellasia were two hills , Evas and Olympus . Cleomenes positioned his brother , Eucleidas , with the allied troops and the Perioeci on Evas ; he stationed himself on Olympus with 6 , 000 Spartan hoplites and 5 , 000 mercenaries . When Antigonus reached Sellasia with his army , he found it well guarded and decided against storming the strong position . Instead he pitched camp near Sellasia and waited for several days . During this time , he sent scouts to reconnoiter the areas and feign attacks on Cleomenes ' position . Unable to force a move from Cleomenes , Antigonus decided to risk a pitched battle . He positioned some of his Macedonian infantry and Illyrians facing the Evas hill in an articulated phalanx . The Epirots , the Acarnanians and 2 , 000 Achaean infantry stood behind them as reinforcements . The cavalry took a position opposite Cleomenes ' cavalry , with 1 , 000 Achaean and Megalopolitan infantry in reserve . Together with the rest of his Macedonian infantry and mercenaries Antigonus took his position opposite that of Cleomenes . The battle started when the Illyrian troops on the Macedonian right wing attacked the Spartan force on Evas . The Spartan light infantry and cavalry , noticing that the Achaean infantry was not protected at the rear , launched an assault on the back of the Macedonian right wing , and threatened to rout it . However , at the critical moment , Philopoemon of Megalopolis ( who later became one of the greatest heroes of the Achaean League , eventually conquering Sparta ) , tried to point out the danger to the senior cavalry commanders . When they did not take notice of him , Philopoemon gathered a few other cavalrymen and charged the Spartan cavalry . The Spartans attacking from the rear broke off their engagement with the enemy , which encouraged the Macedonians to charge at the Spartan positions . The Spartans ' left flank was eventually forced back and thrown from their position and their commander , Eucleidas , killed ; they fled the field . Meanwhile , the Macedonian phalanx on the left flank engaged the Spartan phalanx and mercenaries . During the initial assault , the Macedonian phalanx gave a considerable amount of ground before its weight drove back the Spartan phalanx . The Spartans , overwhelmed by the deeper ranks of Macedonian phalanx , were routed , but Cleomenes managed to escape with a small group of men . The battle was very costly for the Spartans ; most of their army was routed with only 200 of the 6 , 000 Spartans that fought surviving the battle . Aftermath . Following his defeat at Sellasia , Cleomenes briefly returned to Sparta and urged the citizens to accept Antigonus ' terms . Under cover of darkness , he fled from Sparta with some friends and went to the city ' s port of Gythium , where he boarded a ship heading to Egypt . Antigonus entered Sparta triumphantly , its first foreign conqueror . Nevertheless , he treated the population generously and humanely . He ordered that the reforms of Cleomenes be revoked , and restored the ephors , although he did not force Sparta to join the League . However , Antigonus ' failure to restore the Spartan Kings suggests to historian Graham Shipley that this restoration of laws was a sham . Within three days , he left Sparta and returned to Macedon to deal with a Dardanii invasion , leaving a garrison in Acrocorinth and Orchomenos . With Cleomenes ' defeat , Sparta ' s power collapsed and it fell into the hands of successive tyrants . On his arrival at Alexandria , Cleomenes was greeted by Ptolemy , who welcomed him with smiles and promises . At first Ptolemy was guarded towards Cleomenes , but soon came to respect him and promised to send him back to Greece with an army and a fleet . He also promised to provide Cleomenes with an annual income of twenty - four talents . However , before he could fulfill his promise , Ptolemy died — and with him any hope for Cleomenes to return to Greece , as the weak Ptolemy IV ascended the throne . Ptolemy IV began treating Cleomenes with neglect and soon his chief minister , Sosibius , had Cleomenes put under house arrest after he was falsely accused of plotting against the king . In 219 BC , Cleomenes and his friends escaped from house arrest and ran through the streets of Alexandria , trying to encourage an uprising against Ptolemy . When this failed , Cleomenes and all of his friends committed suicide .