XXXIII. The elder Ptolemy died before he could accomplish his promise of attempting to restore Kleomenes to his throne; and amidst the drunken licence of the court of his successor, the affairs of Kleomenes were entirely neglected. The young king[18] was so given up to wine and women, that his soberest moments were spent in organising religious ceremonies in the palace, and in carrying a kettledrum in honour of the mother of the gods. The whole of the public business of the kingdom was managed by Agathoklea, the king's mistress, her mother, and the brothel-keeper Oenanthes. Yet even here it seems that the assistance of Kleomenes was needed, for the king, fearing his brother Magas, who through his mother had great influence with the army, attached himself in a special manner to Kleomenes, and made him a member of his own secret council, desiring to make use of him to kill his brother. Kleomenes, although every one in the court bade him do this, refused, saying that it would rather be his duty, if it were possible, to raise up more brothers for the king, to strengthen and confirm his throne. When Sosibius, the most powerful of the king's favourites, said that the mercenary troops were not to be depended upon while Magas was alive, Kleomenes answered that he might be quite easy on that score, for more than three thousand of the mercenaries were Peloponnesians, and at the slightest sign from him would seize their arms and rally round him. This speech was thought at the time to be a great proof of the loyalty of Kleomenes, and gave the courtiers a great idea of his power; but afterwards, as Ptolemy's weakness of character produced cowardice, and after the manner of empty-headed men he began to think it safest to suspect every one, these words made the courtiers fear Kleomenes, as having a dangerous power over the mercenaries; and many of them were wont to say, "This man moves among us like a lion among a flock of sheep." Indeed the demeanour of Kleomenes in the Egyptian palace, as he calmly and quietly watched the course of events, naturally suggested this simile.