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my advice; and though I may not be the most skilful in every kind of
warfare, yet surely I must have learned, in a long series of both good
and bad fortune, how to wage war against the Romans. For the execution
of the measures which I have advised, I promise you my most faithful
and zealous endeavours. Whatever plan you shall consider the best, may
the gods grant it their approbation."

8. Such, nearly, was the counsel given by Hannibal, which the hearers
rather commended at the time, than actually executed. For not one
article of it was carried into effect, except the sending Polyxenidas
to bring over the fleet and army from Asia. Ambassadors were sent to
Larissa, to the diet of the Thessalians. The Aetolians and Amynander
appointed a day for the assembling of their troops at Pherae, and the
king with his forces came thither immediately. While he waited there
for Amynander and the Aetolians, he sent Philip, the Megalopolitan,
with two thousand men, to collect the bones of the Macedonians round
Cynoscephalae, where the final battle had been fought with king
Philip; being advised to this, either in order to gain favour with the
Macedonians and draw their displeasure on the king for having left
his soldiers unburied, or having of himself, through the spirit of
vain-glory incident to kings, conceived such a design,--splendid
indeed in appearance, but really insignificant. There is a mount there
formed of the bones which had been scattered about, and were then
collected into one heap. Although this step procured him no thanks
from the Macedonians, yet it excited the heaviest displeasure of
Philip; in consequence of which, he who had hitherto intended to
regulate his counsels by the fortune of events, now sent instantly a
message to the propraetor, Marcus Baebius, that "Antiochus had made
an irruption into Thessaly; that, if he thought proper, he should move
out of his winter quarters, and that he himself would advance to meet
him, that they might consider together what was proper to be done."

9. While Antiochus lay encamped near Pherae, where the Aetolians
and Amynander had joined him, ambassadors came to him from Larissa,
desiring to know on account of what acts or words of theirs he had
made war on the Thessalians; at the same time requesting him to
withdraw his army; and that if there seemed to him any necessity for
it he would discuss it with them by commissioners. In the mean time,
they sent five hundred soldiers, under the command of Hippolochus, to
Pherae, as a reinforcement; but these, being debarred of access by the
king's troops, who blocked up all the roads, retired to Scotussa. The
king answered the Larissan ambassadors in mild terms, that "he came
into their country, not with a design of making war, but of protecting
and establishing the liberty of the Thessalians." He sent a person
to make a similar declaration to the people of Pherae; who,
without giving him any answer, sent to the king, in the capacity of
ambassador, Pausanias, the first magistrate of their state. He offered
remonstrances of a similar kind with those which had been urged in
behalf of the people of Chalcis, at the first conference, on the
strait of the Euripus, as the cases were similar, and urged some with
a greater degree of boldness; on which the king desired that they
would consider seriously before they adopted a resolution, which,
while they were overcautious and provident of futurity, would give
them immediate cause of repentance, and then dismissed him. When the
Pheraeans were acquainted with the result of this embassy, without the
smallest hesitation they determined to endure whatever the fortune of
war might bring on them, rather than violate their engagements with
the Romans. They accordingly exerted their utmost efforts to provide
for the defence of their city; while the king, on his part, resolved
to assail the walls on every side at once; and considering, what was
evidently the case, that it depended on the fate of this city, the
first which he had besieged, whether he should for the future be
despised or dreaded by the whole nation of the Thessalians, he put in
practice every where all possible means of striking them with terror.
The first fury of the assault they supported with great firmness;
but in some time, great numbers of their men being either slain
or wounded, their resolution began to fail. Having soon been
so reanimated by the rebukes of their leaders, as to resolve on
persevering in their resistance, and having abandoned the exterior
circle of the wall, as their numbers now began to fail, they withdrew
to the interior part of the city, round which had been raised a
fortification of less extent. At last, being overcome by distress, and
fearing that if they were taken by storm they might meet no mercy from
the conqueror, they capitulated. The king then lost no time; but while
the alarm was fresh, sent four thousand men against Scotussa, which
surrendered without delay, observing the recent example of those in
Pherae; who, at length compelled by sufferings, had done that which
at first they had obstinately refused. Together with the town,
Hippolochus and the Larissan garrison were yielded to him, all of whom
were dismissed uninjured by the king; who hoped that such behaviour
would operate powerfully towards conciliating the esteem of the

10. Having accomplished all this within the space of ten days after
his arrival at Pherae, he marched with his whole force to Cranon,
which he took immediately on his arrival. He then took Cypaera and
Metropolis, and the forts which lay around them; and now every town
in all that tract was in his power, except Atrax and Gyrton. He next
resolved to lay siege to Larissa, for he thought that (either through
dread inspired by the storming of the other towns, or in consideration
of his kindness in dismissing the troops of their garrison, or being
led by the example of so many cities surrendering themselves) they
would not continue longer in their obstinacy. Having ordered the
elephants to advance in front of the battalions, for the purpose of
striking terror, he approached the city with his army in order of
battle, on which the minds of a great number of the Larissans became
irresolute and perplexed, between their fears of the enemy at
their gates, and their respect for their distant allies. Meantime,
Amynander, with the Athamanian troops, seized on Pellinaeus; while
Menippus, with three thousand Aetolian foot and two hundred horse,
marched into Perrhaebia, where he took Mallaea and Cyretiae by
assault, and ravaged the lands of Tripolis. After executing these
enterprises with despatch, they returned to the king at Larissa just
when he was holding a council on the method of proceeding with regard
to that place. On this occasion there were opposite opinions: for some
thought that force should be applied; that there was no time to be
lost, but that the walls should be immediately attacked with works
and machines on all sides at once; especially as the city stood in a
plain, the entrances open, and the approaches every where level.
While others represented at one time the strength of the city, greater
beyond comparison than that of Pherae; at another, the approach of
the winter season, unfit for any operation of war, much more so for
besieging and assaulting cities. While the king's judgment was in
suspense between hope and fear, his courage was raised by ambassadors
happening to arrive just at the time from Pharsalus, to make surrender
of their city. In the mean time Marcus Baebius had a meeting with
Philip in Dassaretia; and, in conformity to their joint opinion, sent
Appius Claudius to reinforce Larissa, who, making long marches through
Macedonia, arrived at that summit of the mountains which overhang
Gonni. The town of Gonni is twenty miles distant from Larissa,
standing at the opening of the valley called Tempe. Here, by laying
out his camp more widely than his numbers required, and kindling more
fires than were necessary, he imposed on the enemy the opinion which
he wished, that the whole Roman army was there, and king Philip along
with them. Antiochus, therefore, pretending the near approach of
winter as his motive, staid but one day longer, then withdrew from
Larissa, and returned to Demetrias. The Aetolians and Athamanians
retired to their respective countries. Appius, although he saw
that, by the siege being raised, the purpose of his commission was
fulfilled, yet resolved to go down to Larissa, to strengthen the
resolution of the allies against future contingencies. Thus the
Larissans enjoyed a twofold happiness, both because the enemy had
departed from their country, and because they saw a Roman garrison
within their city.

11. Antiochus went from Demetrias to Chalcis, where he became
captivated with a young woman, daughter of Cleoptolemus. When he
had plied her father, who was unwilling to connect himself with
a condition in life involving such serious consequences, first by
messages, and afterwards by personal importunities, and had at length
gained his consent; he celebrated his nuptials in the same manner
as if it were a time of profound peace. Forgetting the two important
undertakings in which he was at once engaged,--the war with Rome, and
the liberating of Greece,--he banished every thought of business
from his mind, and spent the remainder of winter in feasting and the
pleasures connected with wine; and then in sleep, produced rather
by fatigue than by satiety with these things. The same spirit of
dissipation seized all his officers who commanded in the several
winter quarters, particularly those stationed in Boeotia, and even the
common men abandoned themselves to the same indulgences; not one of
whom ever put on his armour, or kept watch or guard, or did any
part of the duty or business of a soldier. When, therefore, in the
beginning of spring, the king came through Phocis to Chaeronea, where
he had appointed the general assembly of all the troops, he perceived
at once that the soldiers had spent the winter under discipline no
more rigid than that of their commander. He ordered Alexander, an
Acarnanian and Menippus, a Macedonian, to lead his forces thence
to Stratum, in Aetolia; and he himself, after offering sacrifice to
Apollo at Delphi, proceeded to Naupactum. After holding a council of
the chiefs of Aetolia, he went by the road which leads by Chalcis and
Lysimachia to Stratum, to meet his army, which was coming along
the Malian bay. Here Mnasilochus, a man of distinction among the
Acarnanians, being bribed by many presents, not only laboured himself
to dispose that nation in favour of the king, but had brought to a
concurrence in the design their praetor, Clytus, who was at that time
invested with the highest authority. This latter, finding that the
people of Leucas, the capital of Acarnania, could not be easily
seduced to defection, because they were afraid of the Roman fleets,
one under Atilius, and another at Cephallenia, practised an artifice
against them. He observed in the council, that the inland parts of
Acarnania should be guarded from danger, and that all who were able
to bear arms ought to march out to Medio and Thurium, to prevent those
places from being seized by Antiochus, or the Aetolians; on which
there were some who said, that there were no necessity for all the
people to be called out in that hasty manner, for a body of five
hundred men would be sufficient for the purpose. Having got this
number of soldiers at his disposal, he placed three hundred in
garrison at Medio, and two hundred at Thurium, with the design that
they should fall into the hands of the king, and serve hereafter as

12. At this time, ambassadors from the king came to Medio, whose
proposal being heard, the assembly began to consider what answer
should be returned to the king; when some advised to adhere to the
alliance with Rome, and others, not to reject the friendship of the
king; but Clitus offered an opinion, which seemed to take a middle
course between the other two, and which was therefore adopted. It
was, that ambassadors should be sent to the king, to request of him
to allow the people of Medio to deliberate on a subject of such great
importance in a general assembly of the Acarnanians. Mnasilochus, and
some others of his faction, were studiously included in this embassy;
who, sending private messengers to desire the king to bring up his
army, wasted time on purpose; so that the ambassadors had scarcely set
out, when Antiochus appeared in the territory, and presently at the
gates of the city; and, while those who were not concerned in the plot
were all in hurry and confusion, and hastily called the young men to
arms, he was conducted into the place by Clitus and Mnasilochus. One
party of the citizens now joined him through inclination, and those
who were of different sentiments were compelled by fear to attend him.
He then calmed their apprehensions by a discourse full of mildness;
and in the hope of experiencing his clemency, which was reported
abroad, several of the states of Acarnania went over to his side. From
Medio he went to Thurium, whither he had sent on before him the same
Mnasilochus, and his colleagues in the embassy. But the detection of
the treachery practised at Medio rendered the Thurians more cautious,
but not more timid. They answered him explicitly, that they would form
no new alliance without the approbation of the Romans: they then shut
their gates, and posted soldiers on the walls. Most seasonably for
confirming the resolution of the Acarnanians, Cneius Octavius, being
sent by Quinctius, and having received a party of men and a few ships
from Aulus Postumius, whom Atilius had appointed his lieutenant to
command at Cephallenia, arrived at Leucas, and filled the allies
with hope; assuring them, that the consul Manius Acilius had already
crossed the sea with his legions, and that the Roman camp was in
Thessaly. As the season of the year, which was by this time favourable
for sailing, strengthened the credibility of this report, the king,
after placing a garrison in Medio and borne other towns of Acarnania,
retired from Thurium and returned through the cities of Aetolia and
Phocis to Chalcis.

13. About the same time, Marcus Baebius and king Philip, after the
meeting which they had in the winter in Dassaretia, when they sent
Appius Claudius into Thessaly to raise the siege of Larissa, had
returned to winter quarters, the season not being sufficiently
advanced for entering on action; but now in the beginning of spring,
they united their forces, and marched into Thessaly. Antiochus was
then in Acarnania. As soon as they entered that country, Philip laid
siege to Mallaea, in the territory of Perrhaebia, and Baebius, to
Phacium. This town of Phacium he took almost at the first attempt, and
then reduced Phaestus with the same rapidity. After this, he retired
to Atrax; and from thence having seized on Cyretiae and Eritium, and
placed garrisons in the places which he had reduced, he again joined
Philip, who was carrying on the siege of Mallaea. On the arrival of
the Roman army, the garrison, either awed by its strength, or hoping
for pardon, surrendered themselves, and the combined forces marched,
in one body, to recover the towns which had been seized by the
Athamanians. These were Aeginium, Ericinum, Gomphi, Silana, Tricca,
Meliboea, and Phaloria. Then they invested Pellinaeum, where Philip of
Megalopolis was in garrison, with five hundred foot and forty horse;
but before they made an assault, they sent messengers to warn Philip
not to expose himself to the last extremities; to which he answered,
with much confidence, that he could intrust himself either to the
Romans or the Thessalians, but never would put himself in the power of
the Macedonian. When it appeared that recourse must be had to force,
and that Limnaea might be attacked at the same time; it was agreed,
that the king should go against Limnaea, while Baebius staid to carry
on the siege of Pellinaeum.

14. It happened that, just at this time, the consul, Manius Acilius,
having crossed the sea with twenty thousand foot, two thousand horse,
and fifteen elephants, ordered some military tribunes, chosen for
the purpose, to lead the infantry to Larissa, and he himself with
the cavalry came to Limnaea, to Philip. Immediately on the consul's
arrival a surrender was made without hesitation, and the king's
garrison, together with the Athamanians, were delivered up.
From Limnaea the consul went to Pellinaeum. Here the Athamanians
surrendered first, and afterwards Philip of Megalopolis. King Philip,
happening to meet the latter as he was coming out from the town,
ordered his attendants, in derision, to salute him with the title
of king; and he himself, coming up to him, with a sneer, highly
unbecoming his own exalted station, addressed him as Brother.
Having been brought before the consul he was ordered to be kept in
confinement, and soon after was sent to Rome in chains. All the rest
of the Athamanians, together with the soldiers of king Antiochus, who
had been in garrison in the towns which surrendered about that time,
were delivered over to Philip. They amounted to three thousand men.
The consul went thence to Larissa, in order to hold a consultation on
the general plan of operations; and on his way was met by ambassadors
from Pieria and Metropolis, with the surrender of those cities.
Philip treated the captured, particularly the Athamanians, with
great kindness, in order that through them he might conciliate their
countrymen; and having hence conceived hopes of getting Athamania
into his possession, he first sent forward the prisoners to their
respective states, and then marched his army thither. These also,
making mention of the king's clemency and generosity towards them,
exerted a powerful influence on the minds of their fellow-countrymen;
and Amynander, who, by his presence, had retained many in obedience,
through the respect paid to his dignity, began now to dread that
he might be delivered up to Philip, who had been long his professed
enemy, or to the Romans, who were justly incensed against him for his
late defection. He, therefore, with his wife and children, quitted the
kingdom, and retired to Ambracia. Thus all Athamania came under the
authority and dominion of Philip. The consul delayed a few days at
Larissa, for the purpose chiefly of refreshing the horses, which, by
the voyage first, and marching afterwards, had been much harassed and
fatigued; and when he had renewed the vigour of his army by a moderate
share of rest, he marched to Cranon. On his way, Pharsalus, Scotussa,
and Pherae were surrendered to him, together with the garrisons placed
in them by Antiochus. He asked these men whether any of them chose to
remain with him; and one thousand having declared themselves willing,
he gave them to Philip; the rest he sent back, unarmed, to Demetrias.
After this he took Proerna, and the forts adjacent; and then began to
march forwards toward the Malian bay. When he drew near to the pass
on which Thaumaci is situated, all the young men of that place, having
taken arms and quitted the town, placed themselves in ambush in the
woods and roads, and thence, from the higher grounds, made attacks on
the Roman troops as they marched. The consul first sent people to
talk with them from a short distance, and deter them from such a mad
proceeding; but, finding that they persisted in their undertaking, he
sent round a tribune, with two companies of soldiers, to cut off the
retreat of the men in arms, and took possession of the defenceless
city. The shouting on the capture of the city having been heard from
behind, a great slaughter was made of those who had been in ambuscade,
and who fled homewards from all parts of the woods. From Thaumaci the
consul came, on the second day, to the river Spercheus; and, sending
out parties, laid waste the country of the Hypataeans.

15. During these transactions, Antiochus was at Chalcis; and now,
perceiving that he had gained nothing from Greece agreeable, except
winter quarters and a disgraceful marriage at Chalcis, he warmly
blamed Thoas, and the fallacious promises of the Aetolians; while he
admired Hannibal, not only as a prudent man, but as the predicter of
all those events which were then transpiring. However, that he might
not still further defeat his inconsiderate enterprise by his own
inactivity, he sent requisitions to the Aetolians, to arm all
their young men, and assemble in a body at Lamia. He himself also
immediately led thither about ten thousand foot (the number having
been filled up out of the troops which had come after him from Asia)
and five hundred horse. Their assembly on this occasion was far less
numerous than ever before, none attending but the chiefs with a few
of their vassals. These affirmed that they had, with the utmost
diligence, tried every method to bring into the field as great a
number as possible out of their respective states, but that they had
not prevailed either by argument, persuasion, or authority, against
those who declined the service. Being disappointed thus on all sides,
both by his own people, who delayed in Asia, and by his allies, who
did not fulfil those engagements by which they had prevailed on him
to comply with their invitation, the king retired beyond the pass
of Thermopylae. A range of mountains here divides Greece in the same
manner as Italy is divided by the ridge of the Apennines. Outside
the strait of Thermopylae, towards the north, lie Epirus, Perrhaebia,
Magnesia, Thessaly, the Achaean Phthiotis, and the Malian bay; on the
inside, towards the south, the greater part of Aetolia, Acarnania,
Phocis, Locris, Boeotia, and the adjacent island of Euboea, the
territory of Attica, which stretches out like a promontory into the
sea, and, behind that, the Peloponnesus. This range of mountains,
which extends from Leucas and the sea on the west, through Aetolia to
the opposite sea on the east, is so closely covered with thickets
and craggy rocks, that, not to speak of an army, even persons lightly
equipped for travelling can with difficulty find paths through which
they can pass. The hills at the eastern extremity are called Oeta, and
the highest of them Callidromus; in a valley, at the foot of which,
reaching to the Malian bay, is a passage not broader than sixty paces.
This is the only military road by which an army can be led, even if it
should not be opposed. The place is therefore called Pylae, the gate;
and by some, on account of a warm spring, rising just at the entrance
of it, Thermopylae. It is rendered famous by the memorable battle
of the Lacedaemonians against the Persians, and by their still more
glorious death.

16. With a very inferior portion of spirit, Antiochus now pitched his
camp within the enclosures of this pass, the difficulties of which
he increased by raising fortifications; and when he had completely
strengthened every part with a double rampart and trench, and,
wherever it seemed requisite, with a wall formed of the stones which
lay scattered about in abundance, being very confident that the Roman
army would never attempt to force a passage there, he sent away one
half of the four thousand Aetolians, the number that had joined him,
to garrison Heraclea, which stood opposite the entrance of the defile,
and the other half to Hypata; for he concluded, that the consul would
undoubtedly attack Heraclea, and he received accounts from many hands,
that all the districts round Hypata were being laid waste. The consul,
after ravaging the lands of Hypata first, and then those of Heraclea,
in both which places the Aetolian detachments proved useless, encamped
opposite to the king, in the very entrance of the pass, near the
warm springs; both parties of the Aetolians shutting themselves up in
Heraclea. Antiochus, who, before he saw the enemy, thought every
spot perfectly well fortified, and secured by guards, now began to
apprehend, that the Romans might discover some paths among the hills
above, through which they could make their way; for he had heard that
the Lacedaemonians formerly had been surrounded in that manner by the
Persians, and Philip, lately, by the Romans themselves. He therefore
despatched a messenger to the Aetolians at Heraclea, desiring them to
afford him so much assistance, at least in the war, as to seize and
secure the tops of the hills, so that the Romans might not be able to
pass them at any part. When this message was received, a dissension
arose among the Aetolians: some insisted that they ought to obey
the king's orders, and go; others, that they ought to lie still at
Heraclea, and wait the issue, whatever it might be; for if the king
should be defeated by the consul, their forces would be fresh, and in
readiness to carry succour to their own states in the neighbourhood;
and if he were victorious, they could pursue the Romans, while
scattered in their flight. Each party not only adhered positively to
its own plan, but even carried it into execution; two thousand lay
still at Heraclea; and two thousand, divided into three parties, took
possession of the summits called Callidromus, Rhoduntia, and Tichiuns.

17. When the consul saw that the heights were possessed by the
Aetolians, he sent against those posts two men of consular rank, who
acted as lieutenant-generals, with two thousand chosen troops;--Lucius
Valerius Flaccus against Rhoduntia and Tichiuns, and Marcus Porcius
Cato against Callidromus. Then, before he led on his forces against
the enemy, he called them to an assembly, and thus briefly addressed
them: "Soldiers, I see that the greater part of you who were present,
of all ranks, are men who served in this same province, under the
conduct and auspices of Titus Quinctius. Now, in the Macedonian war,
the pass at the river Aous was much more difficult than this before
us. For this is only a gate, a single passage, formed as it were by
nature; every other in the whole tract, between the two seas, being
impassable. In the former case, there were stronger fortifications,
and placed in more advantageous situations. The enemy's army was
both more numerous, and composed of very superior men; for they were
Macedonians, Thracians, and Illyrians,--all nations of the fiercest
spirit; your present opponents are Syrians, and Asiatic Greeks, the
most unsteady of men, and born for slavery. The commander, there, was
a king of extraordinary warlike abilities, improved by practice from
his early youth, in wars against his neighbours, the Thracians and
Illyrians, and all the adjoining nations. But this man is one who
(to say nothing of his former life) after coming over from Asia into
Europe to make war on the Roman people, has, during the whole length
of the winter, accomplished no more memorable exploit, than the taking
a wife, for passion's sake, out of a private house, and a family
obscure even among its neighbours; and now as a newly married man,
surfeited as it were with nuptial feasts, comes out to fight. His
chief reliance and strength was in the Aetolians,--a nation of
all others the most faithless and ungrateful, as you have formerly
experienced, and as Antiochus now experiences; for they neither joined
him with numbers, nor could they be kept in the camp; and, besides,
they are now in a state of dissension among themselves. Although they
requested permission to defend Hypata and Heraclea, yet they defended
neither; but one half of them fled to the tops of the mountains, while
the others shut themselves up in Heraclea. The king himself, plainly
confessing that, so far from daring to meet us in battle on the level
plain, he durst not even encamp in open ground, has abandoned all that
tract in front, which he boasted of having taken from us and Philip,
and has hid himself behind the rocks; not even appearing in the
opening of the pass, as it is said the Lacedaemonians did formerly,
but drawing back his camp completely within it. What difference is
there, as a demonstration of fear, between this and his shutting
himself up within the walls of a city to stand a siege? But neither
shall the straits protect Antiochus, nor the hills which they have
seized, the Aetolians. Sufficient care and precaution have been used
on every quarter, that you shall have nothing to contend with in the
fight but the enemy himself. On your parts, you have to consider, that
you are not fighting merely for the liberty of Greece; although, were
that all, it would be an achievement highly meritorious to deliver
that country now from Antiochus and the Aetolians, which you formerly
delivered from Philip; and that the wealth in the king's camp will not
be the whole prize of your labour; but that the great collection of
stores, daily expected from Ephesus, will likewise become your prey;
and also, that you will open a way for the Roman power into Asia and
Syria, and all the most opulent realms to the extremity of the East.
What then must be the consequence, but that, from Gades to the Red
Sea, we shall have no limit but the ocean, which encircles in its
embrace the whole orb of the earth; and that all mankind shall regard
the Roman name with a degree of veneration next to that which they
pay to the divinities? For the attainment of prizes of such magnitude,
prepare a spirit adequate to the occasion, that, to-morrow, with the
aid of the gods, we may decide the matter in the field."

18. After this discourse he dismissed the soldiers, who, before they
went to their repast, got ready their armour and weapons. At the first
dawn, the signal of battle being displayed, the consul formed his
troops with a narrow front, adapted to the nature and the straitness
of the ground. When the king saw the enemy's standards in motion,
he likewise drew out his forces. He placed in the van, before the
rampart, a part of his light infantry; and behind them, as a support,
close to the fortifications, the main strength of his Macedonians,
whom they call Sarissophori. On the left wing of these, at the foot
of the mountain, he posted a body of javelin-bearers, archers, and
slingers; that from the higher ground they might annoy the naked flank
of the enemy: and on the right of the Macedonians, to the extremity of
the works, where the deep morasses and quicksands, stretching thence
to the sea, render the place impassable, the elephants with their
usual guard; in the rear of them, the cavalry; and then, with a
moderate interval between, the rest of his forces as a second line.
The Macedonians, posted before the rampart, for some time easily
withstood the efforts which the Romans made every where to force a
passage; for they received great assistance from those who poured down
from the higher ground a shower of leaden balls from their slings,
and of arrows, and javelins, all together. But afterwards, the enemy
pressing on with greater and now irresistible force, they were obliged
to give ground, and, filing off from the rear, retire within the
fortification. Here, by extending their spears before them, they
formed as it were a second rampart, for the rampart itself was of such
a moderate height that, while it afforded to its defenders a higher
situation, they at the same time, by the length of their spears, had
the enemy within reach underneath. Many, inconsiderately approaching
the work, were run through the body; and they must either have
abandoned the attempt and retreated, or have lost very great numbers,
had not Marcus Porcius come from the summit of Callidromus, whence he
had dislodged the Aetolians, after killing the greater part of them.
These he had surprised, quite unprepared, and mostly asleep, and now
he appeared on the hill which overlooked the camp.

19. Flaccus had not met the same good fortune at Tichiuns and
Rhoduntia; having failed in his attempts to approach those fastnesses.
The Macedonians, and others, in the king's camp, as long as, on
account of the distance, they could distinguish nothing more than a
body of men in motion, thought they were the Aetolians, who, on seeing
the fight, were coming to their aid. But when, on a nearer view, they
knew the standards and arms, and thence discovered their mistake,
they were all instantly seized with such a panic, that they threw down
their arms and fled. Both the fortifications retarded the pursuers,
and the narrowness of the valley through which the troops had to pass;
and, above all, the circumstance that the elephants were on the rear
of the enemy. These the infantry could with difficulty pass, and the
cavalry could by no means do so, their horses being so frightened,
that they threw one another into greater confusion than when in
battle. The plundering of the camp also caused a considerable delay.
But, notwithstanding all this, the Romans pursued the enemy that day
as far as Scarphea, killing and taking on the way great numbers both
of men and horses, and also killing such of the elephants as they
could not capture; and then they returned to their camp. This had been
attacked, during the time of the action, by the Aetolians who were
occupying Heraclea as a garrison, but the enterprise, which certainly
showed no want of boldness, was not attended with any success. The
consul, at the third watch of the following night, sent forward his
cavalry in pursuit of the enemy; and, as soon as day appeared, set out
at the head of the legions. The king had got far before him, as he
did not halt in his precipitate flight until he came to Elatia. There
having collected the survivors of the battle and the retreat, he, with
a very small body of half-armed men, betook himself to Chalcis. The
Roman cavalry did not overtake the king himself at Elatia; but they
cut off a great part of his soldiers, who either halted through
weariness, or wandered out of the way through mistake, as they fled
without guides through unknown roads; so that, out of the whole army,
not one escaped except five hundred, who kept close about the king;
and even of the ten thousand men, whom, on the authority of Polybius,
we have mentioned as brought over by the king from Asia, a very
trifling number got off. But what shall we say if we are to believe
Valerius Antias, who records that there were in the king's army sixty
thousand men, of whom forty thousand fell, and above five thousand
were taken, with two hundred and thirty military standards? Of the
Romans were slain in the action itself a hundred and fifty; and of the
party that defended themselves against the assault of the Aetolians,
not more than fifty.

20. As the consul was leading his army through Phocis and Boeotia, the
revolted states, conscious of their defection, and dreading lest they
should be exposed as enemies to the ravages of the soldiers,
presented themselves at the gates of their cities, with the badges of
suppliants; but the army proceeded, during the whole time, just as if
they were in the country of friends, without offering violence of any
sort, until they reached the territory of Coronea. Here a statue of
king Antiochus, standing in the temple of Minerva Itonia, kindled
their indignation, and permission was given to the soldiers to
plunder the lands adjacent to the edifice. But the reflection quickly
occurred, that, as the statue had been erected by a general vote
of all the Boeotian states, it was unreasonable to resent it on the
single district of Coronea. The soldiers were therefore immediately
recalled, and the depredations stopped. The Boeotians were only
reprimanded for their ungrateful behaviour to the Romans in return for
such great obligations, so recently conferred. At the very time of
the battle, ten ships belonging to the king, with their commander
Isidorus, lay at anchor near Thronium, in the Malian bay. To them
Alexander of Acarnania, being grievously wounded, made his escape, and
gave an account of the unfortunate issue of the battle; on which
the fleet, alarmed at the immediate danger, sailed away in haste to
Cenaeus in Euboea. There Alexander died, and was buried. Three other
ships, which came from Asia to the same port, on hearing the disaster
which had befallen the army, returned to Ephesus. Isidorus sailed over
from Cenaeus to Demetrias, supposing that the king might perhaps have
directed his flight thither. About this time Aulus Atilius, commander
of the Roman fleet, intercepted a large convoy of provisions going to
the king, just as they had passed the strait at the island of Andros:
some of the ships he sunk, and took many others. Those who were in the
rear turned their course to Asia. Atilius, with the captured vessels
in his train, sailed back to Piraeus, from whence he had set out, and
distributed a vast quantity of corn among the Athenians and the other
allies in that quarter.

21. Antiochus, quitting Chalcis before the arrival of the consul,
sailed first to Tenus, and thence passed over to Ephesus. When the
consul came to Chalcis, the gates were open to receive him: for
Aristoteles, who commanded for the king, on hearing of his approach,
had withdrawn from the city. The rest of the cities of Euboea also
submitted without opposition; and peace being restored all over the
island within the space of a few days, without inflicting punishment
on any city, the army, which had acquired much higher praise for
moderation after victory, than even for the victory itself, was led
back to Thermopylae. From this place, the consul despatched Marcus
Cato to Rome, that through him the senate and people might learn what
had been achieved from unquestionable authority. He set sail from
Creusa, a sea-port belonging to the Thespians, seated at the bottom of
the Corinthian Gulf, and steered to Patrae, in Achaia. From Patrae, he
coasted along the shores of Aetolia and Acarnania, as far as Corcyra,
and thence he passed over to Hydruntum, in Italy. Proceeding hence,
with rapid expedition, by land, he arrived on the fifth day at Rome.
Having come into the city before day, he went on directly from the
gate to Marcus Junius, the praetor, who, at the first dawn, assembled
the senate. Here, Lucius Cornelius Scipio, who had been despatched by
the consul several days before Cato, and on his arrival had heard that
the latter had outstripped him, and was then in the senate, came
in, just as he was giving a recital of the transactions. The two
lieutenant-generals were then, by order of the senate, conducted to
the assembly of the people, where they gave the same account, as
in the senate, of the services performed in Aetolia. Hereupon a
supplication of three days' continuance was decreed, and that the
praetor should offer sacrifice to such of the gods as his judgment
should direct, with forty victims of the larger kinds. About the same
time, Marcus Fulvius Nobilior, who, two years before, had gone into
Farther Spain, in the office of praetor, entered the city in ovation.
He carried in the procession a hundred and thirty thousand silver
denarii,[1] and besides the coin, twelve thousand pounds' weight of
silver, and a hundred and twenty-seven pounds' weight of gold.

[Footnote 1: 4097l. 16s. 4d.]

22. The consul Manius Acilius sent on, from Thermopylae, a message to
the Aetolians in Heraclea, admonishing them, "then at least, after the
experience which they had of the emptiness of the king's professions,
to return to their senses; and, by surrendering Heraclea, to endeavour
to procure from the senate a pardon for their past madness, or error:
that other Grecian states also had, during the present war, revolted
from the Romans, to whom they were under the highest obligations; but
that, inasmuch as, after the flight of the king, in reliance upon whom
they had departed from their duty, they had not added obstinacy to
their misbehaviour, they were re-admitted into friendship. In like
manner, although the Aetolians had not followed in the steps of the
king, but had invited him, and had been principals in the war,
not auxiliaries; nevertheless, if they could bring themselves to
repentance they might still insure their safety." As their answer to
these suggestions showed nothing like a pacific disposition, and it
was evident that the business must be determined by force of arms, and
that, notwithstanding the defeat of the king, the war of Aetolia
was as far from a conclusion as ever, Acilius removed his camp
from Thermopylae to Heraclea; and on the same day rode on horseback
entirely round the walls, in order to acquaint himself with the
localities of the city. Heraclea is situated at the foot of Mount
Oeta; the town itself is in the plain, but has a citadel overlooking
it, which stands on an eminence of considerable height, terminated on
all sides by precipices. Having examined every part which he wished to
see, the consul determined to make the attack in four places at once.
On the side next the river Asopus, where is also the Gymnasium, he
gave the direction of the works and the assault to Lucius Valerius.
He assigned to Tiberius Sempronius Longus the attack of a part of
the suburbs, which was as thickly inhabited as the city itself. He
appointed Marcus Baebius to act on the side opposite the Malian bay,
a part where the access was far from easy; and Appius Claudius on the
side next to another rivulet, called Melas; opposite to the temple of
Diana. By the vigorous emulation of these the towers, rams, and other
machines used in the besieging of towns, were all completed within a
few days. The lands round Heraclea, naturally marshy, and abounding
with tall trees, furnished timber in abundance for every kind of
work; and then, as the Aetolians had fled into the city, the deserted
suburbs supplied not only beams and boards, but also bricks and
mortar, and stones of every size for all their various occasions.

23. The Romans carried on the assault upon this city by means of works
more than by their arms; the Aetolians, on the contrary, maintained
their defence by dint of arms. For when the walls were shaken by the
ram they did not, as is usual, intercept and turn aside the strokes
by the help of nooses formed on ropes, but sallied out in large armed
bodies, with parties carrying fire, which they threw into the works.
They had likewise arched passages through the parapet, for the purpose
of making sallies; and when they built up the wall anew, in the room
of any part that was demolished, they left a great number of these,
that they might rush out upon the enemy from many places at once. In
several days at the beginning, while their strength was unimpaired,
they carried on this practice in numerous parties, and with much
spirit, but afterwards in smaller numbers and more languidly. For
though they had a multiplicity of difficulties to struggle with, what
above all things utterly consumed their vigour was the want of sleep,
as the Romans, having plenty of men, relieved each other regularly in
their posts; while among the Aetolians, their numbers being small, the
same persons had their strength consumed by unremitting labour night
and day. During a space of twenty-four days, without any time being
unemployed in the conflict, their toil was kept up against the attacks
carried on by the enemy in four different quarters at once. When the
consul, from computing the time, and from the reports of deserters,
judged that the Aetolians were thoroughly fatigued, he adopted the
following plan:--At midnight he gave the signal of retreat, and
drawing off all his men at once from the assault, kept them quiet in
the camp until the third hour of the next day. The attacks were then
renewed, and continued until midnight, when they ceased, until the
third hour of the day following. The Aetolians imagined that the
Romans suspended the attack from the same cause by which they felt
themselves distressed,--excessive fatigue. As soon, therefore, as
the signal of retreat was given to the Romans, as if themselves were
thereby recalled from duty, every one gladly retired from his post,
nor did they again appear in arms on the walls before the third hour
of the day.

24. The consul having put a stop to the assault at midnight, renewed
it on three of the sides, at the fourth watch, with the utmost vigour;
ordering Tiberius Sempronius, on the fourth, to keep his party alert,
and ready to obey his signal; for he concluded assuredly, that in the
tumult by night the enemy would all run to those quarters whence the
shouting was heard. Of the Aetolians, such as had gone to rest, with
difficulty roused their bodies from sleep, exhausted as they were with
fatigue and watching; and such as were still awake, ran in the dark
to the places where they heard the noise of fighting. Meanwhile the
Romans endeavoured some to climb over the ruins of the walls, through
the breaches; others, to scale the walls with ladders; while the
Aetolians hastened in all directions to defend the parts attacked.
In one quarter, where the buildings stood outside the city, there
was neither attack nor defence. A party stood ready, waiting for the
signal to make an attack, but there was none within to oppose them.
The day now began to dawn, and the consul gave the signal; on which
the party, without any opposition, made their way into the town; some
through parts that had been battered, others scaling the walls where
they were entire. As soon as the Aetolians heard them raise the shout,
which denoted the place being taken, they every where forsook their
posts, and fled into the citadel. The victors sacked the city;
the consul having given permission, not for the sake of gratifying
resentment or animosity, but that the soldiers, after having been
restrained from plunder in so many cities captured from the enemy,
might at last, in some one place, enjoy the fruits of victory. About
mid-day he recalled the troops, and dividing them into two parts,
ordered one to be led round by the foot of the mountain to a rock,
which was of equal height with the citadel, and seemed as if it had
been broken off from it, leaving a hollow between; but the summits of
these eminences are so nearly contiguous that weapons may be thrown
into the citadel from the top of the other. With the other half of the
troops the consul intended to march, up from the city to the citadel,
and waited to receive a signal from those who were to mount the rock
on the farther side. The Aetolians in the citadel could not support
the shout of the party which had seized the rock, and the consequent
attack of the Romans from the city; for their courage was now broken,
and the place was by no means in a condition to hold out a siege
of any continuance; the women, children, and great numbers of other
helpless people, being crowded together in a fort, which was scarce
capable of containing, much less of affording protection to such a
multitude. On the first assault, therefore, they laid down their
arms and submitted. Among the rest was delivered up Damocritus, chief
magistrate of the Aetolians, who at the beginning of the war, when
Titus Quinctius asked for a copy of the decree passed by the Aetolians
for inviting Antiochus, told him, that, "in Italy, when the Aetolians
were encamped there, it should be delivered to him." On account of
this presumptuous insolence of his, his surrender was a matter of
greater satisfaction to the victors.

25. At the same time, while the Romans were employed in the reduction
of Heraclea, Philip, by concert, besieged Lamia. He had an interview
with the consul, as he was returning from Boeotia, at Thermopylae,
whither he came to congratulate him and the Roman people on their
successes, and to apologize for his not having taken an active part in
the war, being prevented by sickness; and then they went from thence,
by different routes, to lay siege to the two cities at once. The
distance between these places is about seven miles; and as Lamia
stands on high ground, and has an open prospect, particularly towards
the region of Mount Oeta, the distance seems very short, and every
thing that passes can be seen from thence. The Romans and Macedonians,
with all the emulation of competitors for a prize, employed the utmost
exertions, both night and day, either in the works or in fighting; but
the Macedonians encountered greater difficulty on this account, that
the Romans made their approaches by mounds, covered galleries, and
other works, which were all above ground; whereas the Macedonians
worked under ground by mines, and, in that stony soil, often met a
flinty rock, which iron could not penetrate. The king, seeing that his
undertaking succeeded but ill, endeavoured, by conversations with the
principal inhabitants, to prevail on the townspeople to surrender the
place; for he was fully persuaded, that if Heraclea should be taken
first, the Lamians would then choose to surrender to the Romans rather
than to him; and that the consul would take to himself the merit of
relieving them from a siege. Nor was he mistaken in that opinion; for
no sooner was Heraclea reduced, than a message came to him to desist
from the assault; because "it was more reasonable that the Roman
soldiers, who had fought the Aetolians in the field, should reap the
fruits of the victory." Thus was Lamia relieved, and the misfortune of
a neighbouring city proved the means of its escaping a like disaster.

26. A few days before the capture of Heraclea, the Aetolians, having
assembled a council at Hypata, sent ambassadors to Antiochus, among
whom was Thoas, the same who had been sent on the former occasion.
Their instructions were in the first place, to request the king again
to assemble his land and marine forces and cross over into Greece;
and, in the next place, if any circumstance should detain him, then to
send them supplies of men and money. They were to remind him, that "it
concerned his dignity and his honour, not to abandon his allies; and
it likewise concerned the safety of his kingdom, not to leave the
Romans at full leisure, after ruining the nation of the Aetolians,
to carry their whole force into Asia." What they said was true, and
therefore made the deeper impression on the king; in consequence
of which, he immediately supplied the ambassadors with the money
requisite for the exigencies of the war, and assured them, that
he would send them succours both of troops and ships. One of the
ambassadors, namely, Thoas, he kept with him, by no means against his
will, as he hoped that, being present, he might induce the performance
of the king's promises.

27. But the loss of Heraclea entirely broke the spirits of the
Aetolians; insomuch that, within a few days after they had sent
ambassadors into Asia for the purpose of renewing the war, and
inviting the king, they threw aside all warlike designs, and
despatched deputies to the consul to sue for peace. When these began
to speak, the consul, interrupting them, said, that he had other
business to attend to at present; and, ordering them to return to
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