The city of Megalopolis at that time was itself quite as large and as powerful as Sparta, and had close at hand the army of the Achæans, and that of Antigonus himself, whom the people of Megalopolis had been especially eager to invite into Peloponnesus. This city Kleomenes determined to pounce upon: (no other word expresses the speed with which he surprised it). He ordered his troops to provision themselves for five days, and led them to Sellasia, as though he intended to invade Argolis. From Sellasia he marched into the territory of Megalopolis, halted at Rhoeteum for supper, and thence proceeded along the road by Helikus straight towards Megalopolis. When he was close to it he detached Panteus with two regiments to attack a part of the wall lying between two towers, which he had heard was often left unguarded, while he moved slowly forward with the main body. Panteus not only found that spot, but a great extent of the city wall unguarded. While he was engaged in throwing down the wall and killing those who attempted to defend it, Kleomenes came up, and was within the city with his army before the people of Megalopolis knew of his arrival. XXIV. When at last the inhabitants discovered the extent of their misfortune, some snatched up what they could and fled at once, while others got under arms and endeavoured to drive out the enemy. In this they could not succeed, but they enabled the fugitives to escape unmolested, so that no more than a thousand souls remained in the city, as all the rest got safe with their wives and children to Messene. Of those who offered resistance but a few were slain, and a very small number were taken prisoners, amongst whom were Lysandridas and Thearidas, the two most important persons in Megalopolis. On this account the soldiers who took them brought them at once to Kleomenes. Lysandridas, as soon as he saw Kleomenes at a distance, called out loudly to him, "King of the Lacedæmonians, now you have an opportunity to add to your glory by a deed even more noble and more worthy of a king than that which you have achieved!" Kleomenes, suspecting what he meant, asked, "What do you mean, Lysandridas? do you bid me give you back your city?" "That is what I bid you to do," answered Lysandridas; "and I advise you not to ruin so great a city, but to fill it with friends and trusty allies, by restoring it to the people of Megalopolis, and becoming their saviour." To this Kleomenes, after a short silence, replied, "It is hard to believe this; but let us ever prefer honour to profit." Saying this he sent his prisoners to Messene, and a herald with them, who offered to restore the city to the people of Megalopolis, on the condition that they should desert the Achæans and become the friends and allies of the Spartans. However, Philopoemen would not allow his countrymen to break their faith with the Achæans and accept this wise and generous offer. He declared that Kleomenes did not intend to give