Upon the death of his father Leonidas, he succeeded; and, observing the citizens of all sorts to be debauched, the rich neglecting the public, and intent on their own gain and pleasure, and the poor being cramped in their private fortunes, grown inactive, cowards, and not inclinable to the Spartan institution and way of breeding, that he had only the name of King, and the Ephori all the power, was resolved to change the present posture of affairs. He had a friend, whose name was Xenares, his lover, (such an affection the Spartans express by the word empneithai,) him he sounded; and of him he would commonly enquire, What manner of king Agis was, by what means, and by what assistance he began and pursued his designs. Xenares at first willingly complied with his request, and told him the whole story, with all the particular circumstances of the actions. But when he observed Cleomenes to be extremely affected at the relation, and more than ordinarily moved at Agis's new model of the government, and begging a repetition of the story, he at first severely chid him, told him he was frantic, and at last left off all sort of familiarity and conversation with him; yet he never told any man the cause of their disagreement, but would only say, "Cleomenes knew very well." Cleomenes finding Xenares averse to his designs, and thinking all others to be of the same opinion, consulted with none, but contrived the whole business by himself. And considering that it would be easier to bring about an alteration when the city was at war than when in peace, he engaged the commonwealth in a quarrel with the Achæans, who had given them fair occasions to complain; for Aratus, a man of the greatest power amongst all the Achæans, designed, from the very beginning, to bring all the Peloponnesians into one common body. And to effect this, he undertook many expeditions, and ran through a long course of policy; for he thought this the only means to make them an equal match for their foreign enemies. All the rest agreed to his proposals; only the Lacedæmonians, the Eleans, and as many of the Arcadians as inclined to the Spartan interest, refused. Therefore, as soon as Leonidas was dead, he fell upon the Arcadians, and wasted those especially that bordered on Achaia; by this means designing to try the inclinations of the Spartans, and despising Cleomenes as a youth, and of no experience in affairs of state or war. Upon this the Ephori sent Cleomenes to surprise the Athenæum, dedicated to Minerva, near Belbina, which is a pass of Laconia, and was then under the jurisdiction of the Megalopolitans. Cleomenes possessed himself of the place, and fortified it; at which action Aratus shewed no public resentment, but marched by night to surprise Tegea and Orchomenium. The design failed; for those that were to betray the cities into his hands, doubted the success; so Aratus retreated, imagining that his design had been undiscovered. But Cleomenes wrote a jeering letter to him,