41. These reasons had brought back Damocritus and the Aetolians to the interest of the Romans. Marching out, therefore, in conjunction with Amynander, king of the Athamanians, they laid siege to Cercinium. The inhabitants here had shut their gates, whether of their own choice or by compulsion is unknown, as they had a garrison of the king's troops. However, in a few days Cercinium was taken and burned; and after great slaughter had been made, those who survived, both freemen and slaves, were carried off amongst other spoil. This caused such terror, as made all those who dwelt round the lake Baebius abandon their cities and fly to the mountains: and the Aetolians, in the absence of booty, turned away from thence, and proceeded into Perrhaebia. There they took Cyretiae by storm and sacked it unmercifully. The inhabitants of Mallaea, making a voluntary submission, were received into alliance. From Perrhaebia, Amynander advised to march to Gomphi, because that city lies close to Athamania, and there was reason to think that it might be reduced without any great difficulty. But the Aetolians, for the sake of plunder, directed their march to the rich plains of Thessaly. Amynander following, though he did not approve either of their careless method of carrying on their depredations, or of their pitching their camp in any place which chance presented, without choice, and without taking any care to fortify it. Therefore, lest their rashness and negligence might be the cause of some misfortune to himself and his troops, when he saw them forming their camp in low grounds, under the city Phecadus, he took possession, with his own troops, of an eminence about five hundred paces distant, which could be rendered secure by a slight fortification. The Aetolians seemed to have forgotten that they were in an enemy's country, excepting that they continued to plunder, some straggling about half-armed, others spending whole days and nights alike in drinking and sleeping in the camp, neglecting even to fix guards, when Philip unexpectedly came upon them. His approach being announced by those who had fled out of the fields in a fright, Damocritus and the rest of the officers were thrown into great confusion. It happened to be mid-day, and when most of the men after a hearty meal lay fast asleep. Their officers roused them, however, as fast as possible; ordered them to take arms; despatched some to recall those who were straggling through the fields in search of plunder; and so violent was their hurry, that many of the horsemen went out without their swords, and but few of them put on their corslets. After marching out in this precipitate manner, (the whole horse and foot scarcely making up six hundred,) they met the king's cavalry, superior in number, in spirit, and in arms. They were, therefore, routed at the first charge; and having scarcely attempted resistance, returned to the camp in shameful flight. Several were