At the beginning of the year B.C. 31, which was to end with the battle of Actium, Octavianus held Italy, Gaul, Spain, and Carthage, with an army of eighty thousand foot, twelve thousand horse, and a fleet of two hundred and fifty ships: Antony held Egypt, Ethiopia, and Cyrene, with one hundred thousand foot, twelve thousand horse, and five hundred ships; he was followed by the kings of Africa, Upper Cilicia, Cappadocia, Paphlagonia, Commagene, and Thrace; and he received help from the kings of Pontus, Arabia, Judaea, Lycaonia, Galatia, and Media. Thus Octavianus held Rome, with its western provinces and hardy legions, while Antony held the Greek kingdom of Ptolemy Phila-delphus. Cleopatra was confident of success and as boastful as she was confident. Her most solemn manner of promising was: "As surely as I shall issue my decrees from the Roman Capitol." But the mind of Antony was ruined by his life of pleasure. He carried her with him into battle, at once his strength and his weakness, and he was beaten at sea by Octavianus, on the coast of Epirus, near Actium. This battle, which sealed the fate of Antony, of Egypt, and of Rome, would never have been spoken of in history if he had then had the courage to join his land forces; but he sailed away in a fright with Cleopatra, leaving an army larger than that of Octavianus, which would not believe that he was gone. They landed at Parastonium in Libya, where he remained in the desert with Aristocrates the rhetorician and one or two other friends, and sent Cleopatra forward to Alexandria. There she talked of carrying her ships across the isthmus to the head of the Red Sea, along the canal from Bubastis to the Bitter Lakes, and thence flying to some unknown land from the power of the conqueror. Antony soon however followed her, but not to join in society. He locked himself up in his despair in a small fortress by the side of the harbour, which he named his Timonium, after Timon, the Athenian philosopher who forsook the society of men. When the news, however, arrived that his land forces had joined Octavianus, and his allies had deserted him, he came out of his Timonium and joined the queen. In Alexandria, Antony and Cleopatra only so far regained their courage as to forget their losses, and to plunge into the same round of costly feasts and shows that they had amused themselves with before their fall; but, while they were wasting these few weeks in pleasure, Octavianus was moving his fleet and army upon Egypt.