Cleander was a man of high birth and great power in the city of Mantinea, but by the chances of the time happened to be driven from thence. There being an intimate friendship betwixt him and Craugis, the father of Philopoemen, who was a person of great distinction, he settled at Megalopolis, where, while his friend lived, he had all he could desire. When Craugis died, he repaid the father's hospitable kindness in the care of the orphan son; by which means Philopoemen was educated by him, as Homer says Achilles was by Phoenix, and from his infancy molded to lofty and noble inclinations. But Ecdemus and Demophanes had the principal tuition of him, after he was past the years of childhood. They were both Megalopolitans; they had been scholars in the academic philosophy, and friends to Arcesilaus, and had, more than any of their contemporaries, brought philosophy to bear upon action, and state affairs. They had freed their country from tyranny by the death of Aristodemus, whom they caused to be killed; they had assisted Aratus in driving out the tyrant Nicocles from Sicyon; and, at the request of the Cyreneans, whose city was in a state of extreme disorder and confusion, went thither by sea, and succeeded in establishing good government and happily settling their commonwealth. And among their best actions they themselves counted the education of Philopoemen, thinking they had done a general good to Greece, by giving him the nurture of philosophy. And indeed all Greece (which looked upon him as a kind of latter birth brought forth, after so many noble leaders, in her decrepit age) loved him wonderfully; and, as his glory grew, increased his power. And one of the Romans, to praise him, calls him the last of the Greeks; as if after him Greece had produced no great man, nor who deserved the name of Greek.

His person was not, as some fancy, deformed; for his likeness is yet to be seen at Delphi. The mistake of the hostess of Megara was occasioned, it would seem, merely by his easiness of temper and his plain manners. This hostess having word brought her, that the General of the Achaeans was coming to her house in the absence of her husband, was all in a hurry about providing his supper. Philopoemen, in an ordinary cloak, arriving in this point of time, she took him for one of his own train who had been sent on before, and bid him lend her his hand in her household work. He forthwith threw off his cloak, and fell to cutting up the fire-wood. The husband returning, and seeing him at it, “What,” says he, “may this mean, O Philopoemen?” “I am,” replied he in his Doric dialect, “paying the penalty of my ugly looks.” Titus Flamininus, jesting with him upon his figure, told him one day, he had well-shaped hands and feet, but no belly: and he was indeed slender in the waist. But this raillery was meant to the poverty of his fortune; for he had good horse and foot, but often wanted money to entertain and pay them. These are the common anecdotes told of Philopoemen.

The love of honor and distinction was, in his character, not unalloyed with feelings of personal rivalry and resentment. He made Epaminondas his great example, and came not far behind him in activity, sagacity, and incorruptible integrity; but his hot contentious temper continually carried him out of the bounds of that gentleness, composure, and humanity which had marked Epaminondas, and this made him thought a pattern rather of military than of civil virtue. He was strongly inclined to the life of a soldier even from his childhood, and he studied and practiced all that belonged to it, taking great delight in managing of horses, and handling of weapons. Because he was naturally fitted to excel in wrestling, some of his friends and tutors recommended his attention to athletic exercises. But he would first be satisfied whether it would not interfere with his becoming a good soldier. They told him, as was the truth, that the one life was directly opposite to the other; the requisite state of body, the ways of living, and the exercises all different: the professed athlete sleeping much, and feeding plentifully, punctually regular in his set times of exercise and rest, and apt to spoil all by every little excess, or breach of his usual method; whereas the soldier ought to train himself in every variety of change and irregularity, and, above all, to bring himself to endure hunger and loss of sleep without difficulty. Philopoemen, hearing this, not only laid by all thoughts of wrestling and contemned it then, but when he came to be general, discouraged it by all marks of reproach and dishonor he could imagine, as a thing which made men, otherwise excellently fit for war, to be utterly useless and unable to fight on necessary occasions.

When he left off his masters and teachers, and began to bear arms in the incursions which his citizens used to make upon the Lacedaemonians for pillage and plunder, he would always march out the first, and return the last. When there was nothing to do, he sought to harden his body, and make it strong and active by hunting, or laboring in his ground. He had a good estate about twenty furlongs from the town, and thither he would go every day after dinner and supper; and when night came, throw himself upon the first mattress in his way, and there sleep as one of the laborers. At break of day he would rise with the rest, and work either in the vineyard or at the plow; from thence return again to the town, and employ his time with his friends, or the magistrates in public business. What he got in the wars, he laid out on horses, or arms, or in ransoming captives; but endeavored to improve his own property the justest way, by tillage; and this not slightly, by way of diversion, but thinking it his strict duty, so to manage his own fortune, as to be out of the temptation of wronging others.

He spent much time on eloquence and philosophy, but selected his authors, and cared only for those by whom he might profit in virtue. In Homer's fictions his attention was given to whatever he thought apt to raise the courage. Of all other books he was most devoted to the commentaries of Evangelus on military tactics, and also took delight, at leisure hours, in the histories of Alexander; thinking that such reading, unless undertaken for mere amusement and idle conversation, was to the purpose for action. Even in speculations on military subjects it was his habit to neglect maps and diagrams, and to put the theorems to practical proof on the ground itself. He would be exercising his thoughts, and considering, as he traveled, and arguing with those about him of the difficulties of steep or broken ground, what might happen at rivers, ditches, or mountain-passes, in marching in close or in open, in this or in that particular form of battle. The truth is, he indeed took an immoderate pleasure in military operations and in warfare, to which he devoted himself, as the special means for exercising all sorts of virtue, and utterly contemned those who were not soldiers, as drones and useless in the commonwealth.

When he was thirty years of age, Cleomenes, king of the Lacedaemonians, surprised Megalopolis by night, forced the guards, broke in, and seized the marketplace. Philopoemen came out upon the alarm, and fought with desperate courage, but could not beat the enemy out again; yet he succeeded in effecting the escape of the citizens, who got away while he made head against the pursuers, and amused Cleomenes, till, after losing his horse and receiving several wounds, with much ado he came off himself, being the last man in the retreat. The Megalopolitans escaped to Messene, whither Cleomenes sent to offer them their town and goods again. Philopoemen perceiving them to be only too glad at the news, and eager to return, checked them with a speech, in which he made them sensible, that what Cleomenes called restoring the city, was, rather, possessing himself of the citizens, and through their means securing also the city for the future. The mere solitude would, of itself, erelong force him away, since there was no staying to guard empty houses and naked walls. These reasons withheld the Megalopolitans, but gave Cleomenes a pretext to pillage and destroy a great part of the city, and carry away a great booty.

Awhile after king Antigonus coming down to succor the Achaeans, they marched with their united forces against Cleomenes; who, having seized the avenues, lay advantageously posted on the hills of Sellasia. Antigonus drew up close by him, with a resolution to force him in his strength. Philopoemen, with his citizens, was that day placed among the horse, next to the Illyrian foot, a numerous body of bold fighters, who completed the line of battle, forming, together with the Achaeans, the reserve. Their orders were to keep their ground, and not engage till from the other wing, where the king fought in person, they should see a red coat lifted up on the point of a spear. The Achaeans obeyed their order, and stood fast; but the Illyrians were led on by their commanders to the attack. Euclidas, the brother of Cleomenes, seeing the foot thus severed from the horse, detached the best of his light-armed men, commanding them to wheel about, and charge the unprotected Illyrians in the rear. This charge putting things in confusion, Philopoemen, considering those light-armed men would be easily repelled, went first to the king's officers to make them sensible what the occasion required. But they not minding what he said, but slighting him as a hare-brained fellow, (as indeed he was not yet of any repute sufficient to give credit to a proposal of such importance,) he charged with his own citizens, and at the first encounter disordered, and soon after put the troops to flight with great slaughter. Then, to encourage the king's army further, to bring them all upon the enemy while he was in confusion, he quitted his horse, and fighting with extreme difficulty in his heavy horseman's dress, in rough uneven ground, full of watercourses and hollows, had both his thighs struck through with a thonged javelin. It was thrown with great force, so that the head came out on the other side, and made a severe, though not a mortal, wound. There he stood awhile, as if he had been shackled, unable to move. The fastening which joined the thong to the javelin made it difficult to get it drawn out, nor would any about him venture to do it. But the fight being now at the hottest, and likely to be quickly decided, he was transported with the desire of partaking in it, and struggled and strained so violently, setting one leg forward, the other back, that at last he broke the shaft in two; and thus got the pieces pulled out. Being in this manner set at liberty, he caught up his sword, and running through the midst of those who were fighting in the first ranks, animated his men, and set them afire with emulation. Antigonus, after the victory, asked the Macedonians, to try them, how it happened the horse had charged without orders before the signal? They answering, that they were against their wills forced to it by a young man of Megalopolis, who had fallen in before his time: “that young man,” replied Antigonus, smiling, “did like an experienced commander.”

This, as was natural, brought Philopoemen into great reputation. Antigonus was earnest to have him in his service, and offered him very advantageous conditions, both as to command and pay. But Philopoemen, who knew that his nature brooked not to be under another, would not accept them; yet not enduring to live idle, and hearing of wars in Crete, for practice' sake he passed over thither. He spent some time among those very warlike, and, at the same time, sober and temperate men, improving much by experience in all sorts of service; and then returned with so much fame, that the Achaeans presently chose him commander of the horse. These horsemen at that time had neither experience nor bravery, it being the custom to take any common horses, the first and cheapest they could procure, when they were to march; and on almost all occasions they did not go themselves, but hired others in their places, and staid at home. Their former commanders winked at this, because, it being an honor among the Achaeans to serve on horseback, these men had great power in the commonwealth, and were able to gratify or molest whom they pleased. Philopoemen, finding them in this condition, yielded not to any such considerations, nor would pass it over as formerly; but went himself from town to town, where, speaking with the young men, one by one, he endeavored to excite a spirit of ambition and love of honor among them, using punishment also, where it was necessary. And then by public exercises, reviews, and contests in the presence of numerous spectators, in a little time he made them wonderfully strong and bold, and, which is reckoned of greatest consequence in military service, light and agile. With use and industry they grew so perfect, to such a command of their horses, such a ready exactness in wheeling round in their troops, that in any change of posture the whole body seemed to move with all the facility and promptitude, and, as it were, with the single will of one man. In the great battle, which they fought with the Aetolians and Eleans by the river Larissus, he set them an example himself. Damophantus, general of the Elean horse, singled out Philopoemen, and rode with full speed at him. Philopoemen awaited his charge, and, before receiving the stroke, with a violent blow of his spear threw him dead to the ground: upon whose fall the enemy fled immediately. And now Philopoemen was in everybody's mouth, as a man who in actual fighting with his own hand yielded not to the youngest, nor in good conduct to the oldest, and than whom there came not into the field any better soldier or commander.

Aratus, indeed, was the first who raised the Achaeans, inconsiderable till then, into reputation and power, by uniting their divided cities into one commonwealth, and establishing amongst them a humane and truly Grecian form of government; and hence it happened, as in running waters, where when a few little particles of matter once stop, others stick to them, and one part strengthening another, the whole becomes firm and solid; so in a general weakness, when every city relying only on itself, all Greece was giving way to an easy dissolution, the Achaeans, first forming themselves into a body, then drawing in their neighbors round about, some by protection, delivering them from their tyrants, others by peaceful consent and by naturalization, designed at last to bring all Peloponnesus into one community. Yet while Aratus lived, they depended much on the Macedonians, courting first Ptolemy, then Antigonus and Philip, who all took part continually in whatever concerned the affairs of Greece. But when Philopoemen came to command, the Achaeans, feeling themselves a match for the most powerful of their enemies, declined foreign support. The truth is, Aratus, as we have written in his life, was not of so warlike a temper, but did most by policy and gentleness, and friendships with foreign princes; but Philopoemen being a man both of execution and command, a great soldier, and fortunate in his first attempts, wonderfully heightened both the power and courage of the Achaeans, accustomed to victory under his conduct.

But first he altered what he found amiss in their arms, and form of battle. Hitherto they had used light, thin bucklers, too narrow to cover the body, and javelins much shorter than pikes. By which means they were skillful in skirmishing at a distance, but in a close fight had much the disadvantage. Then in drawing their forces up for battle, they were never accustomed to form in regular divisions; and their line being unprotected either by the thick array of projecting spears or by their shields, as in the Macedonian phalanx, where the soldiers shoulder close and their shields touch, they were easily opened, and broken. Philopoemen reformed all this, persuading them to change the narrow target and short javelin, into a large shield and long pike; to arm their heads, bodies, thighs, and legs; and instead of loose skirmishing, fight firmly and foot to foot. After he had brought them all to wear full armor, and by that means into the confidence of thinking themselves now invincible, he turned what before had been idle profusion and luxury into an honorable expense. For being long used to vie with each other in their dress, the furniture of their houses, and service of their tables, and to glory in outdoing one another, the disease by custom was grown incurable, and there was no possibility of removing it altogether. But he diverted the passion, and brought them, instead of these superfluities, to love useful and more manly display, and, reducing their other expenses, to take delight in appearing magnificent in their equipage of war. Nothing then was to be seen in the shops but plate breaking up, or melting down, gilding of breastplates, and studding bucklers and bits with silver; nothing in the places of exercise, but horses managing, and young men exercising their arms; nothing in the hands of the women, but helmets and crests of feathers to be dyed, and military cloaks and riding-frocks to be embroidered; the very sight of all which quickening and raising their spirits, made them contemn dangers, and feel ready to venture on any honorable dangers. Other kinds of sumptuosity give us pleasure, but make us effeminate; the tickling of the sense slackening the vigor of the mind; but magnificence of this kind strengthens and heightens the courage; as Homer makes Achilles at the sight of his new arms exulting with joy, and on fire to use them. When Philopoemen had obtained of them to arm, and set themselves out in this manner, he proceeded to train them, mustering and exercising them perpetually; in which they obeyed him with great zeal and eagerness. For they were wonderfully pleased with their new form of battle, which, being so knit and cemented together, seemed almost incapable of being broken. And then their arms, which for their riches and beauty they wore with pleasure, becoming light and easy to them with constant use, they longed for nothing more than to try them with an enemy, and fight in earnest.

The Achaeans at that time were at war with Machanidas, the tyrant of Lacedaemon, who, having a strong army watched all opportunities of becoming entire master of Peloponnesus. When intelligence came that he was fallen upon the Mantineans, Philopoemen forthwith took the field, and marched towards him. They met near Mantinea, and drew up in sight of the city. Both, besides the whole strength of their several cities, had a good number of mercenaries in pay. When they came to fall on, Machanidas, with his hired soldiers, beat the spearmen and the Tarentines whom Philopoemen had placed in the front. But when he should have charged immediately into the main battle, which stood close and firm, he hotly followed the chase; and instead of attacking the Achaeans, passed on beyond them, while they remained drawn up in their place. With so untoward a beginning the rest of the confederates gave themselves up for lost; but Philopoemen, professing to make it a matter of small consequence, and observing the enemy's oversight, who had thus left an opening in their main body, and exposed their own phalanx, made no sort of motion to oppose them, but let them pursue the chase freely, till they had placed themselves at a great distance from him. Then seeing the Lacedaemonians before him deserted by their horse, with their flanks quite bare, he charged suddenly, and surprised them without a commander, and not so much as expecting an encounter, as, when they saw Machanidas driving the beaten enemy before him, they thought the victory already gained. He overthrew them with great slaughter, (they report above four thousand killed in the place,) and then faced about against Machanidas, who was returning with his mercenaries from the pursuit. There happened to be a broad deep ditch between them, along side of which both rode their horses for awhile, the one trying to get over and fly, the other to hinder him. It looked less like the contest between two generals than like the last defense of some wild beast, brought to bay by the keen huntsman Philopoemen, and forced to fight for his life. The tyrant's horse was mettled and strong; and feeling the bloody spurs in his sides, ventured to take the ditch. He had already so far reached the other side, as to have planted his fore-feet upon it, and was struggling to raise himself with these, when Simmias and Polyaenus, who used to fight by the side of Philopoemen, came up on horseback to his assistance. But Philopoemen, before either of them, himself met Machanidas; and perceiving that the horse with his head high reared, covered his master's body, he turned his own a little, and holding his javelin by the middle, drove it against the tyrant with all his force, and tumbled him dead into the ditch. Such is the precise posture in which he stands at Delphi in the brazen statue which the Achaeans set up of him, in admiration of his valor in this single combat, and conduct during the whole day.

We are told that at the Nemean games, a little after this victory, Philopoemen being then General the second time, and at leisure on the occasion of the solemnity, first showed the Greeks his army drawn up in full array as if they were to fight, and executed with it all the maneuvers of a battle with wonderful order, strength, and celerity. After which he went into the theater, while the musicians were singing for the prize, followed by the young soldiers in their military cloaks and their scarlet frocks under their armor, all in the very height of bodily vigor, and much alike in age, showing a high respect to their general; yet breathing at the same time a noble confidence in themselves, raised by success in many glorious encounters. Just at their coming in, it so happened, that the musician Pylades, with a voice well suited to the lofty style of the poet, was in the act of commencing the Persians of Timotheus,

Under his conduct Greece was glorious and was free.

The whole theater at once turned to look at Philopoemen, and clapped with delight; their hopes venturing once more to return to their country's former reputation; and their feelings almost rising to the height of their ancient spirit.

It was with the Achaeans as with young horses, which go quietly with their usual riders, but grow unruly and restive under strangers. The soldiers, when any service was in hand, and Philopoemen not at their head, grew dejected and looked about for him; but if he once appeared, came presently to themselves, and recovered their confidence and courage, being sensible that this was the only one of their commanders whom the enemy could not endure to face; but, as appeared in several occasions, were frighted with his very name. Thus we find that Philip, king of Macedon, thinking to terrify the Achaeans into subjection again, if he could rid his hands of Philopoemen, employed some persons privately to assassinate him. But the treachery coming to light, he became infamous, and lost his character through Greece. The Boeotians besieging Megara, and ready to carry the town by storm, upon a groundless rumor that Philopoemen was at hand with succor, ran away, and left their scaling ladders at the wall behind them. Nabis, (who was tyrant of Lacedaemon after Machanidas,) had surprised Messene at a time when Philopoemen was out of command. He tried to persuade Lysippus, then General of the Achaeans, to succor Messene: but not prevailing with him, because, he said, the enemy being now within it, the place was irrecoverably lost, he resolved to go himself, without order or commission, followed merely by his own immediate fellow-citizens who went with him as their general by commission from nature, which had made him fittest to command. Nabis, hearing of his coming, though his army quartered within the town, thought it not convenient to stay; but stealing out of the furthest gate with his men, marched away with all the speed he could, thinking himself a happy man if he could get off with safety. And he did escape; but Messene was rescued.

All hitherto makes for the praise and honor of Philopoemen. But when at the request of the Gortynians he went away into Crete to command for them, at a time when his own country was distressed by Nabis, he exposed himself to the charge of either cowardice, or unseasonable ambition of honor amongst foreigners. For the Megalopolitans were then so pressed, that, the enemy being master of the field and encamping almost at their gates, they were forced to keep themselves within their walls, and sow their very streets. And he in the mean time, across the seas, waging war and commanding in chief in a foreign nation, furnished his ill-wishers with matter enough for their reproaches. Some said he took the offer of the Gortynians, because the Achaeans chose other generals, and left him but a private man. For he could not endure to sit still, but looking upon war and command in it as his great business, always coveted to be employed. And this agrees with what he once aptly said of king Ptolemy. Somebody was praising him for keeping his army and himself in an admirable state of discipline and exercise: “And what praise,” replied Philopoemen, “for a king of his years, to be always preparing, and never performing?” However, the Megalopolitans, thinking themselves betrayed, took it so ill, that they were about to banish him. But the Achaeans put an end to that design, by sending their General, Aristaeus, to Megalopolis, who, though he were at difference with Philopoemen about affairs of the commonwealth, yet would not suffer him to be banished. Philopoemen finding himself upon this account out of favor with his citizens, induced divers of the little neighboring places to renounce obedience to them, suggesting to them to urge that from the beginning they were not subject to their taxes, or laws, or any way under their command. In these pretenses he openly took their part, and fomented seditious movements amongst the Achaeans in general against Megalopolis. But these things happened a while after.

While he stayed in Crete, in the service of the Gortynians, he made war not like a Peloponnesian and Arcadian, fairly in the open field, but fought with them at their own weapon, and turning their stratagems and tricks against themselves, showed them they played craft against skill, and were but children to an experienced soldier. Having acted here with great bravery, and great reputation to himself, he returned into Peloponnesus, where he found Philip beaten by Titus Quintius, and Nabis at war both with the Romans and Achaeans. He was at once chosen general against Nabis, but venturing to fight by sea, met, like Epaminondas, with a result very contrary to the general expectation, and his own former reputation. Epaminondas, however, according to some statements, was backward by design, unwilling to give his countrymen an appetite for the advantages of the sea, lest from good soldiers, they should by little and little turn, as Plato says, to ill mariners. And therefore he returned from Asia and the Islands without doing any thing, on purpose. Whereas Philopoemen, thinking his skill in land-service would equally avail at sea, learned how great a part of valor experience is, and how much it imports in the management of things to be accustomed to them. For he was not only put to the worst in the fight for want of skill, but having rigged up an old ship, which had been a famous vessel forty years before, and shipped his citizens in her, she foundering, he was in danger of losing them all. But finding the enemy, as if he had been driven out of the sea, had, in contempt of him, besieged Gythium, he presently set sail again, and, taking them unexpectedly, dispersed and careless after their victory, landed in the night, burnt their camp, and killed a great number.

A few days after, as he was marching through a rough country, Nabis came suddenly upon him. The Achaeans were dismayed, and in such difficult ground where the enemy had secured the advantage, despaired to get off with safety. Philopoemen made a little halt, and, viewing the ground, soon made it appear, that the one important thing in war is skill in drawing up an army. For by advancing only a few paces, and, without any confusion or trouble, altering his order according to the nature of the place, he immediately relieved himself from every difficulty, and then charging, put the enemy to flight. But when he saw they fled, not towards the city, but dispersed every man a different way all over the field, which for wood and hills, brooks and hollows was not passable by horse, he sounded a retreat, and encamped by broad daylight. Then foreseeing the enemy would endeavor to steal scatteringly into the city in the dark, he posted strong parties of the Achaeans all along the watercourses and sloping ground near the walls. Many of Nabis's men fell into their hands. For returning not in a body, but as the chance of flight had disposed of every one, they were caught like birds ere they could enter into the town.

These actions obtained him distinguished marks of affection and honor in all the theaters of Greece, but not without the secret ill-will of Titus Flamininus, who was naturally eager for glory, and thought it but reasonable a consul of Rome should be otherwise esteemed by the Achaeans, than a common Arcadian; especially as there was no comparison between what he, and what Philopoemen had done for them, he having by one proclamation restored all Greece, as much as had been subject to Philip and the Macedonians, to liberty. After this, Titus made peace with Nabis, and Nabis was circumvented and slain by the Aetolians. Things being then in confusion at Sparta, Philopoemen laid hold of the occasion, and coming upon them with an army, prevailed with some by persuasion, with others by fear, till he brought the whole city over to the Achaeans. As it was no small matter for Sparta to become a member of Achaea, this action gained him infinite praise from the Achaeans, for having strengthened their confederacy by the addition of so great and powerful a city, and not a little good-will from the nobility of Sparta itself, who hoped they had now procured an ally, who would defend their freedom. Accordingly, having raised a sum of one hundred and twenty silver talents by the sale of the house and goods of Nabis, they decreed him the money, and sent a deputation in the name of the city to present it. But here the honesty of Philopoemen showed itself clearly to be a real, uncounterfeited virtue. For first of all, there was not a man among them who would undertake to make him this offer of a present, but every one excusing himself, and shifting it off upon his fellow, they laid the office at last on Timolaus, with whom he had lodged at Sparta. Then Timolaus came to Megalopolis, and was entertained by Philopoemen; but struck into admiration with the dignity of his life and manners, and the simplicity of his habits, judging him to be utterly inaccessible to any such considerations, he said nothing, but pretending other business, returned without a word mentioned of the present. He was sent again, and did just as formerly. But the third time with much ado, and faltering in his words, he acquainted Philopoemen with the good-will of the city of Sparta to him. Philopoemen listened obligingly and gladly; and then went himself to Sparta, where he advised them, not to bribe good men and their friends, of whose virtue they might be sure without charge to themselves; but to buy off and silence ill citizens, who disquieted the city with their seditious speeches in the public assemblies; for it was better to bar liberty of speech in enemies, than friends. Thus it appeared how much Philopoemen was above bribery.

Diophanes being afterwards General of the Achaeans, and hearing the Lacedaemonians were bent on new commotions, resolved to chastise them; they, on the other side, being set upon war, were embroiling all Peloponnesus. Philopoemen on this occasion did all he could to keep Diophanes quiet and to make him sensible that as the times went, while Antiochus and the Romans were disputing their pretensions with vast armies in the heart of Greece, it concerned a man in his position to keep a watchful eye over them, and dissembling, and putting up with any less important grievances, to preserve all quiet at home. Diophanes would not be ruled, but joined with Titus, and both together falling into Laconia, marched directly to Sparta. Philopoemen, upon this, took, in his indignation, a step which certainly was not lawful, nor in the strictest sense just, but boldly and loftily conceived. Entering into the town himself, he, a private man as he was, refused admission to both the consul of Rome, and the General of the Achaeans, quieted the disorders in the city, and reunited it on the same terms as before to the Achaean confederacy.

Yet afterwards, when he was General himself, upon some new misdemeanor of the Lacedaemonians, he brought back those who had been banished, put, as Polybius writes, eighty, according to Aristocrates three hundred and fifty, Spartans to death, razed the walls, took away a good part of their territory and transferred it to the Megalopolitans, forced out of the country and carried into Achaea all who had been made citizens of Sparta by tyrants, except three thousand who would not submit to banishment. These he sold for slaves, and with the money, as if to insult over them, built a colonnade at Megalopolis. Lastly, unworthily trampling upon the Lacedaemonians in their calamities, and gratifying his hostility by a most oppressive and arbitrary action, he abolished the laws of Lycurgus, and forced them to educate their children, and live after the manner of the Achaeans; as though, while they kept to the discipline of Lycurgus, there was no humbling their haughty spirits. In their present distress and adversity they allowed Philopoemen thus to cut the sinews of their commonwealth asunder, and behaved themselves humbly and submissively. But afterwards in no long time, obtaining the support of the Romans, they abandoned their new Achaean citizenship; and as much as in so miserable and ruined a condition they could, reestablished their ancient discipline.

When the war betwixt Antiochus and the Romans broke out in Greece, Philopoemen was a private man. He repined grievously, when he saw Antiochus lay idle at Chalcis, spending his time in unseasonable courtship and weddings, while his men lay dispersed in several towns, without order or commanders, and minding nothing but their pleasures. He complained much that he was not himself in office, and said he envied the Romans their victory; and that if he had had the fortune to be then in command, he would have surprised and killed the whole army in the taverns.

When Antiochus was overcome, the Romans pressed harder upon Greece, and encompassed the Achaeans with their power; the popular leaders in the several cities yielded before them; and their power speedily, under the divine guidance, advanced to the consummation due to it in the revolutions of fortune. Philopoemen, in this conjuncture, carried himself like a good pilot in a high sea, sometimes shifting sail, and sometimes yielding, but still steering steady; and omitting no opportunity nor effort to keep all who were considerable, whether for eloquence or riches, fast to the defense of their common liberty.

Aristaenus, a Megalopolitan of great credit among the Achaeans, but always a favorer of the Romans, saying one day in the senate, that the Romans should not be opposed, or displeased in any way, Philopoemen heard him with an impatient silence; but at last, not able to hold longer, said angrily to him, “And why be in such haste, wretched man, to behold the end of Greece?” Manius, the Roman consul, after the defeat of Antiochus, requested the Achaeans to restore the banished Lacedaemonians to their country, which motion was seconded and supported by all the interest of Titus. But Philopoemen crossed it, not from ill-will to the men, but that they might be beholden to him and the Achaeans, not to Titus and the Romans. For when he came to be General himself, he restored them. So impatient was his spirit of any subjection, and so prone his nature to contest everything with men in power.

Being now threescore and ten, and the eighth time General, he was in hope to pass in quiet, not only the year of his magistracy, but his remaining life. For as our diseases decline, as it is supposed, with our declining bodily strength, so the quarreling humor of the Greeks abated much with their failing political greatness. But fortune or some divine retributive power threw him down the in close of his life, like a successful runner who stumbles at the goal. It is reported, that being in company where one was praised for a great commander, he replied, there was no great account to be made of a man, who had suffered himself to be taken alive by his enemies.

A few days after, news came that Dinocrates the Messenian, a particular enemy to Philopoemen, and for his wickedness and villanies generally hated, had induced Messene to revolt from the Achaeans, and was about to seize upon a little place called Colonis. Philopoemen lay then sick of a fever at Argos. Upon the news he hasted away, and reached Megalopolis, which was distant above four hundred furlongs, in a day. From thence he immediately led out the horse, the noblest of the city, young men in the vigor of their age, and eager to proffer their service, both from attachment to Philopoemen, and zeal for the cause. As they marched towards Messene, they met with Dinocrates, near the hill of Evander, charged and routed him. But five hundred fresh men, who, being left for a guard to the country, came in late, happening to appear, the flying enemy rallied again about the hills. Philopoemen, fearing to be enclosed, and solicitous for his men, retreated over ground extremely disadvantageous, bringing up the rear himself. As he often faced, and made charges upon the enemy, he drew them upon himself; though they merely made movements at a distance, and shouted about him, nobody daring to approach him. In his care to save every single man, he left his main body so often, that at last he found himself alone among the thickest of his enemies. Yet even then none durst come up to him, but being pelted at a distance, and driven to stony steep places, he had great difficulty, with much spurring, to guide his horse aright. His age was no hindrance to him, for with perpetual exercise it was both strong and active; but being weakened with sickness, and tired with his long journey, his horse stumbling, he fell encumbered with his arms, and faint, upon a hard and rugged piece of ground. His head received such a shock with the fall, that he lay awhile speechless, so that the enemy, thinking him dead, began to turn and strip him. But when they saw him lift up his head and open his eyes, they threw themselves all together upon him, bound his hands behind him, and carried him off, every kind of insult and contumely being lavished on him who truly had never so much as dreamed of being led in triumph by Dinocrates.

The Messenians, wonderfully elated with the news, thronged in swarms to the city gates. But when they saw Philopoemen in a posture so unsuitable to the glory of his great actions and famous victories, most of them, struck with grief and cursing the deceitful vanity of human fortune, even shed tears of compassion at the spectacle. Such tears by little and little turned to kind words, and it was almost in everybody's mouth that they ought to remember what he had done for them, and how he had preserved the common liberty, by driving away Nabis. Some few, to make their court to Dinocrates, were for torturing and then putting him to death as a dangerous and irreconcilable enemy; all the more formitable to Dinocrates, who had taken him prisoner, should he after this misfortune, regain his liberty. They put him at last into a dungeon underground, which they called the treasury, a place into which there came no air nor light from abroad; and, which, having no doors, was closed with a great stone. This they rolled into the entrance and fixed, and placing a guard about it, left him. In the mean time Philopoemen's soldiers, recovering themselves after their flight, and fearing he was dead when he appeared nowhere, made a stand, calling him with loud cries, and reproaching one another with their unworthy and shameful escape; having betrayed their general, who, to preserve their lives, had lost his own. Then returning after much inquiry and search, hearing at last that he was taken, they sent away messengers round about with the news. The Achaeans resented the misfortune deeply, and decreed to send and demand him; and, in the meantime, drew their army together for his rescue.

While these things passed in Achaea, Dinocrates, fearing that any delay would save Philopoemen, and resolving to be beforehand with the Achaeans, as soon as night had dispersed the multitude, sent in the executioner with poison, with orders not to stir from him till he had taken it. Philopoemen had then laid down, wrapt up in his cloak, not sleeping, but oppressed with grief and trouble; but seeing light, and a man with poison by him, struggled to sit up; and, taking the cup, asked the man if he heard anything of the horsemen, particularly Lycortas? The fellow answering, that the most part had got off safe, he nodded, and looking cheerfully upon him, “It is well,” he said, “that we have not been every way unfortunate;” and without a word more, drank it off, and laid him down, again. His weakness offering but little resistance to the poison, it dispatched him presently.

The news of his death filled all Achaea with grief and lamentation. The youth, with some of the chief of the several cities, met at Megalopolis with a resolution to take revenge without delay. They chose Lycortas general, and falling upon the Messenians, put all to fire and sword, till they all with one consent made their submission. Dinocrates, with as many as had voted for Philopoemen's death, anticipated their vengeance and killed themselves. Those who would have had him tortured, Lycortas put in chains and reserved for severer punishment. They burnt his body, and put the ashes into an urn, and then marched homeward, not as in an ordinary march, but with a kind of solemn pomp, half triumph, half funeral, crowns of victory on their heads, and tears in their eyes, and their captive enemies in fetters by them. Polybius, the general's son, carried the urn, so covered with garlands and ribbons as scarcely to be visible; and the noblest of the Achaeans accompanied him. The soldiers followed fully armed and mounted, with looks neither altogether sad as in mourning, nor lofty as in victory. The people from all towns and villages in their way, flocked out to meet him, as at his return from conquest, and, saluting the urn, fell in with the company, and followed on to Megalopolis; where, when the old men, the women and children were mingled with the rest, the whole city was filled with sighs, complaints, and cries, the loss of Philopoemen seeming to them the loss of their own greatness, and of their rank among the Achaeans. Thus he was honorably buried according to his worth, and the prisoners were stoned about his tomb.

Many statues were set up, and many honors decreed to him by the several cities. One of the Romans in the time of Greece's affliction, after the destruction of Corinth, publicly accusing Philopoemen, as if he had been still alive, of having been the enemy of Rome, proposed that these memorials should all be removed. A discussion ensued, speeches were made, and Polybius answered the sycophant at large. And neither Mummius nor the lieutenants would suffer the honorable monuments of so great a man to be defaced, though he had often crossed both Titus and Manius. They justly distinguished, and as became honest men, betwixt usefulness and virtue, – what is good in itself, and what is profitable to particular parties, – judging thanks and reward due to him who does a benefit, from him who receives it, and honor never to be denied by the good to the good. And so much concerning Philopoemen.