Of this material, however, he had constructed a complete phalanx of sixteen thousand men, the flower of his kingdom, and the last bulwark of his throne. To these were added two thousand native targeteers, two thousand Thracians and Illyrians, about fifteen hundred mercenaries of all countries, and two thousand horse. With this power he lay at Dium, now Malathria, on the gulf of Saloniki awaiting the Romans, by no means despondent, but rather confident of success. For although the last campaign had gone against him, as a whole, still the repulse of the Romans from the walls of Atrax by hard fighting, seemed to counterbalance the forcing of the gorges of the Aöus, while it was undeniable that the phalanx had fully maintained its ancient renown, and was, for all that had yet been proved, invincible in a pitched battle. No less secure of victory, flushed with past triumphs, and athirst for future glory, Quinctius pressed on, resolved on the first occasion to deliver battle, his forces being, as nearly as possible, equal to those of the king, though he had a superiority of about four hundred horse. On hearing of the Roman advance, Philip broke up from Dium and marched upon Larissa, intending to deliver battle south of the Penëus, with a view probably to the subsequent defense of the defiles of Tempo, in case of disaster; while Flamininus having failed in an attempt to surprise the Phiotic city of Thebes, marched direct upon Pheræ, previously ordering his soldiers to cut and carry with them the palisades, of which at any moment to fortify the casual encampment of the night. Both leaders, thus aware of the enemy’s proximity, yet unaware of his exact position, encamped and fortified their camps, the Roman at about six, the Macedonian at four miles’ distance from the town of Pheræ.