encamping on its sides; and it was chiefly the Megalopolitans' doing, that Antigonus was called in to assist the Achæans. Cleomenes having a design upon this city, (no action was ever more sudden and more unexpected) ordered his men to take five days provision, and so marched to Sellasia, as if he intended to spoil the country of the Argives; but from thence making a descent into the territories of Megalopolis, and refreshing his army about Rhætium, he marched through Helicon, directly to the city. When he was not far off the town, he sent Pantheus with two regiments to surprise the Mesopyrgion, (the quarter between the two towers,) which he understood to be the most unguarded quarter of the Megalopolitans' fortifications; and with the rest of his forces he followed leisurely. Pantheus not only surprised that place, but, finding a great part of the wall without guards, he pulled down some places, and demolished others, and killed all the defenders that he found. Whilst he was thus busied, Cleomenes came up to him, and was got with his army within the city, before the Megalopolitans knew of the surprise. At last, as soon as it was discovered, some left the town immediately, taking with them what money they had ready; some armed, and engaged the enemy; and though they were not able to beat them out, yet they gave their citizens time and opportunity safely to retire: so that there were not above 1000 persons left in the town, all the rest flying with their wives and children, and escaping to Messena. A great number of those that armed and fought the enemy were saved, and very few taken, amongst whom were Lysandridas and Thearidas, two men of great power and reputation amongst the Megalopolitans; and therefore the soldiers, as soon as they were taken, brought them to Cleomenes. And Lysandridas, as soon as he saw Cleomenes afar off, cried out,--"Now, king of Sparta, it is in your power, by doing a most kingly and braver action than you have already performed, to purchase a considerable glory." And Cleomenes guessing at his meaning, replied,--"What do you say, Lysandridas? sure you will not advise me to restore your city to you again?" "It is that which I mean," Lysandridas replied; "and I advise you not to ruin so brave a city, but to fill it with faithful and stedfast friends and allies, by restoring their country to the Megalopolitans, and being the saviour of so considerable a people." Cleomenes paused a while, and then said,--"It is very hard to trust so far in these matters; but with us let profit always yield to glory." Having said this, he sent the two men to Messena with a trumpeter from himself, offering the Megalopolitans their city again, if they would forsake the Achæan interest, and be on his side. Though Cleomenes made these kind and obliging proposals, yet Philopæmen would not suffer them to break their league with the Achæans; and accusing Cleomenes to the people, as if his design was not to restore the city,