At this point he found a mixed Egyptian and Græco-Carian army prepared to resist his further progress. Amasis had died about six months previously, leaving his throne to his son, Psamatik the Third. This young prince, notwithstanding his inexperience, had taken all the measures that were possible to protect his kingdom from the invader. He had gathered together his Greek and Carian mercenaries, and having also levied a large native army, had posted the entire force not far from Pelusium, in an advantageous position. On his Greeks and Carians he could thoroughly depend, though they had lately seen but little service; his native levies, on the contrary, were of scarcely any value; they were jealous of the mercenaries, who had superseded them as the ordinary land force, and they had had little practice in warfare for the last forty years. At no time, probably, would an Egyptian army composed of native troops have been a match for such soldiers as Cambyses brought with him into Egypt--Persians, Medes, Hyrcanians, Mardians, Greeks--trained in the school of Cyrus, inured to arms, and confident of victory. But the native soldiery of the time of Psamatik III. fell far below the average Egyptian type; it had little patriotism, it had no experience, it was smarting under a sense of injury and ill-treatment at the hands of the Saïte kings. The engagement between the two armies at Pelusium was thus not so much a battle as a carnage. No doubt the mercenaries made a stout resistance, but they were vastly outnumbered, and were not much better troops than their adversaries. The Egyptians must have been slaughtered like sheep. According to Ctesias, fifty thousand of them fell, whereas the entire loss on the Persian side was only six thousand. After a short struggle, the troops of Psamatik fled, and in a little time the retreat became a complete rout. The fugitives did not stop till they reached Memphis, where they shut themselves up within the walls.