+55.+ But Cleomenes was on the alert. He saw that the Macedonians in the army of Antigonus had been sent home; and that the king and his mercenaries in Aegium were three days’ march from Megalopolis; and this latter town he well knew to be difficult to guard, owing to its great extent, and the sparseness of its inhabitants; and, moreover, that it was just then being kept with even greater carelessness than usual, owing to Antigonus being in the country; and what was more important than anything else, he knew that the larger number of its men of military age had fallen at the battles of Lycaeum and Ladoceia. There happened to be residing in Megalopolis some Messenian exiles; by whose help he managed, under cover of night, to get within the walls without being detected. When day broke he had a narrow escape from being ejected, if not from absolute destruction, through the valour of the citizens. This had been his fortune three months before, when he had made his way into the city by the region which is called the Cōlaeum: but on this occasion, by the superiority of his force, and the seizure in advance of the strongest positions in the town, he succeeded in effecting his purpose. He eventually ejected the inhabitants, and took entire possession of the city; which, once in his power, he dismantled in so savage and ruthless a manner as to preclude the least hope that it might ever be restored. The reason of his acting in this manner was, I believe, that Megalopolis and Stymphalus were the only towns in which, during the vicissitudes of that period, he never succeeded in obtaining a single partisan, or inducing a single citizen to turn traitor. For the passion for liberty and the loyalty of the Clitorians had been stained by the baseness of one man, Thearces; whom the Clitorians, with some reason, denied to be a native of their city, asserting that he had been foisted in from Orchomenus, and was the offspring of one of the foreign garrison there. [Sidenote: Digression (to ch. 63) on the misstatements of Phylarchus.] [Sidenote: Mantinea.]