After the death of Alexander the Great, a number of the Greek states rose in rebellion against Macedonia, but were defeated. A time of great confusion, which lasted about half a century, followed, but in the period immediately preceding the times of Philopoemen, Macedonia was again master of the whole of Greece, with the exception of Sparta.

Freedom was, however, again brought to Greece by the growth of two leagues of allied states, of which at this time the more important was the Achaean League. In former days this had been merely a league of a number of cities on the north coast of the Peloponnesus, but it was now extended, and in the boyhood of Philopoemen it included most of the Greek cities except Sparta and a few other places of less importance.

The exploits of Philopoemen as general of the Achaean League were thus performed largely against Sparta, the greatest of the Greek states outside the league. Philopoemen was fully conscious of the danger to Greek independence from the presence of the Romans in his country. He did all that he could to prevent any pretext being given them for making Greece a Roman province.

When Philopoemen died, a victim of that disunion among the Greek states which was the ruin of ancient Greece, his country was still, in name at least, independent of Rome. But its independence was rapidly dying, and within forty years of the death of the last of the ancient Greek heroes, his land had become a province of the widespreading dominions of Rome.

When Philopoemen was past the age of childhood, two citizens of Megalopolis had the principal charge of him. They were men distinguished alike by learning and by their deeds, but of all their actions this, that they bad had the training of Philopeemen, came to be their greatest distinction. For in after-years their pupil proved to be the last of the many excellent generals that Greece produced, and was therefore beloved exceedingly, being, as it were, the child of his country's old age.

Philopeemen was not plain in face, as some have supposed, for his statue shows otherwise. Nor is the idea of his homeliness of feature borne out by the story of his hostess at Megara, for her mistake arose from the unaffected easiness of his manner and the plainness of his dress. That lady, having received word that the general of the Achaeans was about to pay her visit. fell into a great flurry and bustle to provide suitably for so distinguished a guest, and was particularly disturbed because her husband did not happen to be at home to assist her. In the midst of her preparations Philopeemen arrived and, as he was dressed very plainly, his hostess took him to be one of the general's servants. Glad of the unexpected help, she therefore asked him to assist her in the work of the kitchen. He immediately threw off his cloak and began to chop some wood. While he was thus engaged the master of the house returned and, astonished at seeing the general thus employed, exclaimed, 'Whatever does this mean, Philopeemen?' The general replied to his question with a broad country accent and said, 'I am paying the penalty of my plainness.'

As to the manners of Philopeemen, it appears that his pursuit of honour was attended by too much roughness and passion. He succeeded in imitating Epaminondas, whom he took as his model, in energy, shrewdness and scorn of wealth, but, on account of his hasty temper, he never equalled the temperate and frank conduct of that hero in political disputes. Hence he seemed fitted rather for war than for politics. Indeed, from childhood he delighted in everything connected with the military art, and occupied himself eagerly in all exercises connected with it, such as riding and the use of arms. As his body seemed to be well built for wrestling, his friends advised him to practise that art. Thereupon he inquired whether skill in wrestling would interfere with his efficiency as a soldier. They told him the truth, that the manner of life and condition of body necessary to make a good wrestler were quite different from the training suitable for a soldier. The wrestler must live a regular life as regards food and exercise, and be governed entirely by the rules of training. The soldier, on the other hand, must be inured to the MoSt extr-m changes in his rmanner of living, and be trained to go without food or sleep for long intervals. Philopeemen on learning this not only abstained from wrestling himself, but afterwards, when he became general, did all in his power to bring the sport into disrepute, because it spoilt men as soldiers who were otherwise most fitted for war.

When he had passed out of the hands of his instructors, he frequently engaged in private forays with some of his fellow-citizens into the territories of Sparta. In these incursions he was always the first to march out and the last to return. His leisure he spent in hunting, or in the tillage of his estate outside the town. Thither he went every evening and slept upon a hard bed like one of his own labourers. In the early morning he worked in the fields with his vine-dressers or his ploughmen before returning to the town to take part in public affairs.

Philopoemen was thirty years old when Cleomenes, King of Sparta, surprised Megalopolis by night and, having forced his way through the city guard, seized the market—place. Philopoemen rushed to aid his fellow-citizens but, though he fought with the most desperate valour, was not able to drive out the attackers. He succeeded, however, in giving the citizens time to escape out of the town, and himself retired the last of all. Indeed, he escaped with great difficulty, for his horse was killed under him, and he himself was wounded. When the fugitives had reached the town of Messene, the Spartan king offered, if they would return, to restore their city with their lands and goods to them. The people were disposed to accept this proposal gladly, for they were in haste to return to their homes. Philopoemen, however, strongly advised them not to do so. In a speech to his fellow-citizens he pointed out that the Spartan king offered them their goods, because he wanted to be lord of a populated city and not of a deserted one. Further, Philopoemen reminded them that the king could not long remain in the town to gaze on empty walls and houses, but must soon be driven away by the very desolation of the place. His arguments dissuaded the citizens from returning, but nevertheless furnished the Spartans with a pretext for plundering the town.

Soon after these events Antigonus, King of Macedonia, came to the assistance of the Achaeans against the King of Sparta. The latter had taken up a strong position on high ground which Antigonus resolved to force. Philopoemen and his fellow-citizens were stationed with the cavalry and, together with the Illyrian foot-soldiers, formed one wing of the army. They were ordered to wait quietly until they received the signal from the other wing, where Antigonus was stationed in person. This signal was to be given by the hoisting of a red robe upon the point of a spear.

The Achaeans kept their ground as they were ordered, but the Illyrians disregarded the general's commands and charged the Spartans. They were separated from the horsemen on their wing by this movement, and the brother of the Spartan king, seeing the gap thus made in the line, ordered a body of his light-armed infantry to charge through and attack the rear of the Illyrians. They did so, and soon threw them into confusion. Philopoemen now saw that the condition of affairs was critical, and that immediate action by the horsemen was necessary to drive off the light- armed infantry. He made a suggestion to that effect

to the officers of King Antigonus. But, in view of the kings orders and the fact that Philopoemen had, up to this time, no special reputation as a soldier, they reused to do as he proposed. Philopoemen then took matters into his own hands, and with his fellow-citizens himself attacked the light infantry. At the very first shock the enemy was routed and driven off with great slaughter.

When he had thus retrieved the position of affairs on that wing, Philopoemen dismounted from his horse in order to assist in a further attack on the enemy. In his horseman's coat of mail and other heavy armour, he was making his way across a space of marshy, boggy ground when he received a terrible, though not mortal, wound from a javelin. The missile passed completely through both thighs, the point coming out on the farther side. For a little While Philopoemen stood unable to move, his legs being, as it were, riveted together by the weapon. He knew not what to do, for the leather thong in the middle of the javelin made it so difficult to draw the missile out of the wound that none of those who were near would venture upon the attempt. At the same time the battle was at its fiercest; honour and the lust of combat impelled Philopoemen to take his part in it. Therefore, with astonishing resolution, he moved his legs this way and that, until at length he broke the staff of the javelin, and then had the pieces pulled out of the wounds in his thighs. Being thus set free, he rushed through the foremost ranks and charged the enemy sword in hand, at the same time animating the troops by his voice and the splendid courage of his example.

When the victory was thus won for Antigonus, that general, in order to test his officers who had been in command on the wing, asked who had given orders for the cavalry to charge before the signal was made. In order to excuse themselves, they told him that they had been obliged against their will to come into action, because a certain young man of Megalopolis had begun the attack too soon. Antigonus smHed. 'That young man,' said he, 'acted like an experienced general.'

The conduct of Philopoemen in this battle naturally brought him great reputation. Antigonus was anxious to have his services, and offered him a command of considerable importance in his army. The young soldier declined, however, because he knew that he could not well bear to be under the orders of another. He was anxious, however, not to be idle, and wished above all things to exercise and improve his military skill. He therefore saHed for Crete in order to take part in the wars in that island. There he served for a long While, and gained so much renown that when he returned he was at once made general of the horse by the Achaeans.

He found the cavalry in a very bad state. Many men, who should have served themselves, shunned the duty, and sent substitutes in their stead. Moreover, the horsemen were badly mounted, for their horses were picked up anywhere when the men were called out on service. The soldiers were badly disciplined and lacking in military skill, and as a consequence they made very timid soldiers. Former generals had connived at these abuses in order to curry favour with the cavalry, who had special power in the state and great influence in the distribution of rewards and punishments.

Such personal considerations had no influence with Philopoemen. He sought to bring his men to a proper sense of honour by all possible means, and he did not shrink from using punishment where necessary. He also practised them continually in drills, reviews and sham fights. By these means he soon wrought an extraordinary improvement in their skill and spirit, and so disciplined them that their evolutions were executed as though the whole body was controlled by a single will.

In a battle which they fought with other Greeks, the general of the enemy's horse advanced beyond his own lines and charged at full speed upon Philopoemen. The Achaean general avoided his blow, and with a spear-thrust laid him dead upon the ground, whereupon the enemy at once broke and fled. Philopoemen was now everywhere celebrated as uniting the personal courage of youth with the wise prudence of age, and as being equally great in actual combat and in skill to command.

He used his reputation and influence to persuade the Achaeans to improve their arms and method of warfare. They had been accustomed to use small shields and lances which were much shorter than the Macedonian spears. Such arms put them at a disadvantage in close combat. Philopoemen persuaded them to adopt a close formation, to use large shields which could be locked together to form a continuous front, to wear heavy armour and to carry long spears. He turned their love of display to account by inducing them to expend their money not, as they had been wont to do, upon fine clothes and household goods, but on the splendour of their arms and armour. Through his influence the shops were soon filled with plate, sent to be broken up in order that breastplates might be made to gleam with gold, and shields and bridles made bright with silver studs. Whilst the artificers were thus employed, the young men practised horsemanship or the use of arms, and the women adorned helmets with coloured plumes and military cloaks with embroidery. By these means Philopoemen greatly increased the military spirit of his men and their efficiency in war.

At this time the Achaeans were involved in war with Machanidas, King of Sparta, who with a powerful army was aiming at the conquest of the whole of southern Greece. In pursuit of this object, he attacked the town of Mantinea, and Philopoemen at once took the field and marched against him. The two armies took up positions not far from the town, each force including a good number of hired soldiers in addition to its own native troops. Early in the battle Machanidas attacked and put to flight a body of spearmen who were placed in front of his opponent's position. Elated with his success, he continued the pursuit instead of carrying his attack against the main body of the Achaeans.

Philopoemen, though to some the day seemed to be lost, made light of this early reverse. He let Machanidas sweep on in full pursuit and, when the king was at some distance from the field of battle, commenced an attack upon the main body of the Spartan army. By reason of the absence of the pursuers, he was able to extend his line beyond the enemy, and to attack them both in front and flank. They were unable to withstand the onslaught, and were routed with such slaughter that four thousand Spartans, it is said, were left dead upon the field.

Philopoemen now turned to meet Machanidas, who was returning from the pursuit. As the victorious Achaeans came up, Machanidas sought to cross a broad and deep ditch, which lay in his way, in order that he might escape. Philopoemen hastened to prevent him if possible. A struggle ensued between them which was not so much like a combat between two generals, as a fight between two wild animals, or rather, between a hunter and a wild beast. The tyrant's horse, which was a powerful and spirited animal, forced by violent spurring leapt down into the ditch at the very moment when Philopoemen, and two comrades who always fought by his side, rode up. The general's friends levelled their spears at the king, but Philopoemen, being determined himself to settle affairs with the enemy, prevented their attack. He saw that the tyrant's horse, rearing high in his endeavours to gain the opposite bank, covered the tyrant's body. Philopoemen therefore turned his own horse aside, and thrusting with his spear bore Machanidas to earth in the ditch. The statue of Philopoemen, in the attitude in which he thus killed the tyrant, was afterwards set up by the Achaeans as a memorial both of the personal exploit and of the victory.

The warlike skill of Philopoemen was a great obstacle to the designs of Philip of Macedon, who thought that if the general were once removed the Aehaeans might be brought under the power of the Macedonians, as they had formerly been. The king therefore secretly sent assassins to murder him, but the treacherous plot was fortunately discovered in time. The attempt brought upon Philip the hatred and scorn of all Greeks, who saw in the great deeds of Philopoemen a revival of the ancient glories of their race.

The very name of Philopoemen was, indeed, a terror to the enemies of the Achaeans. Thus it happened that when a false report came to the Bceotians, who were besieging a certain town, that Philopoemen was advancing to the relief, they immediately fled, although their scaling-ladders were actually planted against the walls of the town. On another occasion Nabis, who had succeeded Machanidas as tyrant of Sparta, surprised and took the city of Messene. Philopoemen, who at the time was out of office, endeavoured to persuade his successor in the generalship to go to the aid of the people of the town. The general refused to do so, however, because, as he pointed out, the enemy was actually within the city, and the place therefore lost beyond remedy. Thereupon Philopoemen himself set out, taking with him his own fellow-citizens, who were ready to follow him anywhere. When Nabis was informed that he was near at hand, the king did not dare to await attack, though his men were actually quartered in the town. As Philopoemen came up, Nabis stole away through another gate of the city, and thus Messene was rescued.

Thus far every action of Philopoemen shows the greatness of his character. But he has been much censured because at this juncture he went a second time to take part in the wars in Crete. This action has been represented as a desertion of his own country at a time when Megalopolis was so hard pressed by the attacks of Nabis, that the citizens were closely shut up within the walls of the town, and were obliged to sow corn in the very streets because the enemy was encamped almost at their gates. On the other hand, it is to be said that, as the Achaeans had chosen other generals, Philopoemen was out of employment, and that he took service in Crete on account of his natural hatred of idleness, and his desire to keep his military skill in constant practice.

In Crete he again greatly distinguished himself, and performed many remarkable exploits, so that he returned home with much honour. On his arrival he found that the Romans were in Greece, that their consul Flaminius had beaten Philip of Macedon, and that Nabis of Sparta was engaged in war with both Romans and Achaeans.

Philopoemen was at once chosen general by the Achaeans. Venturing upon a sea-fight, however, he found that experience is as necessary in naval combats as in warfare by land. He was worsted on account of his lack of skill. Moreover, the old ship which he had fitted out and manned with his fellow-townsmen, proved so leaky that it was in great danger of foundering. His failure made the enemy despise his abilities as a leader at sea. They therefore ventured to lay siege to a town on the sea-board, and. felt so secure from attack that they neglected to keep proper watch. They were punished for their over-confidence, for Philopoemen landed in the night, burnt their camp and killed a great number of them.

A few days later, as he was marching through a difficult mountain pass, he came suddenly upon the army of Nabis. The Achaeans were terrified by their position, for it seemed impossible to escape from the narrow pass, so strongly was it held by the enemy. Philopoemen now showed his skill in that most important part of the art of war, the drawing up of an army in proper order. He called a halt, surveyed the nature of the ground, and in a little While, without hurry or confusion, altered the disposition of his forces to suit the occasion, and to remove the disadvantage in which his army was placed. Then falling upon the enemy he put them to flight. He noticed that the fugitives did not fly to take refuge in the neighbouring town, but that they dispersed themselves in small bodies over the surrounding country. The region was rugged, with clumps of woodland here and there, and was broken up by deep ditches and watercourses, so that cavalry could not act in it. Philopoemen therefore did not pursue the enemy, but proceeded to encamp. He judged, however, that the scattered bodies of fugitives would, after nightfall, endeavour to draw together in the town. He therefore set many bodies of Achaeans, who lay hidden sword in hand, in ambush in places around the town. Great numbers of the enemy as they stole back to the town were slain by these bodies, so that the greater part of the army of Nabis was destroyed.

Some time after this Flaminius made peace with Nabis, and Nabis himself was assassinated. The affairs of Sparta now fell into the utmost confusion. Philopoemen seized the opportunity, came upon the town with his army, and partly by force, partly by persuasion, induced the city to join the Aehaean League. The gaining over of so great a town was of high importance to the Ashcans, and raised the reputation of Philopoemen among them to the highest pitch. The chief inhabitants or Sparta were also grateful to him, for they hoped now to enjoy the advantages of liberty. They therefore, having sold the house and goods of Nabis, made a public decree that the money derived from the sale should be given to Philopoemen.

So well known, however, was the independence of Philopoemen that not one of them was willing to undertake the task of offering the money to him. One and all excused themselves. As last, however, they induced one of their number, who was bound to the general by ties of friendship, to broach the matter to their liberator. The messenger arrived at Megalopolis, and was welcomed by his friend. But when he saw the simplicity of the general's mode of life, the plainness of his food, and his indifference to wealth, the envoy of the Spartans did not venture to set forth the true object of his visit, but gave some other reason, and so departed. He was sent a second time with the same result, but during a third visit he, with some difficulty, brought himself to mention the matter. Philopoemen heard him with pleasure, but went at once to Sparta, and refused the gift. He advised them not to tempt good men, who were already their friends, with money, but to use it to stop the mouths of the corrupt, who might otherwise do the state an injury. Such was his noble contempt for wealth.

Some time afterwards, when another officer was general of the Aehaeans, the Spartans fell under the suspicion of intending to withdraw from the league. The general determined, therefore, to march against them, and punish them. Philopoemen endeavoured to dissuade him, recognising that the quarrels of the Greeks would furnish the Romans with a pretext for taking away their independence. The general persisted in his intention, however, and with the Roman consul Flaminius entered the Spartan territories. Philopoemen then took a course which, though not strictly within the law, shows the noble daring of his character. Though he held no office at the time, he threw himself into the town, and shut the gates in the faces of the Achaean general and the Roman consul. Moreover, he succeeded in healing the dissensions among the Spartans, and in bringing back the city into allegiance to the Achaean League.

Nevertheless he afterwards, at a time when he was again general himself, took a fierce revenge upon Sparta for the murder of some of his friends. He put a number of the citizens to death, threw down the walls of the town, and deprived it of a great part of its territories. Pursuing his vengeance further, he unjustly deprived the Spartans of their liberties and them form of government, and abolished the Spartan discipline in which they had trained their youths. gn place of their ancient customs he imposed Achaean institutions. Thus the sinews of Sparta were cut and the haughty city made tame and submissive, though, some time after, the Romans allowed the citizens to cast off the Achman customs, and to re-establish, as far as might be, their ancient institutions.

As time went on, the power of the Romans in Greece increased, and pressed hard upon the Achwan League. Nor were there wanting Greeks who favoured the Romans. The orators especially inclined to their interest. In these times of difficulty Philopoemen struggled as a patriot for his country, like a good pilot struggling against a storm. One of his fellow-citizens, a man of great weight with the Achaeans, but strongly inclined to court the favour of the Romans, declared in council that, in his opinion, the Romans should not be opposed or thwarted in any way. Philopoemen heard him for a time in speechless indignation, but at last he could restrain himself no longer. He burst out with the question, 'You wretched fellow, why are you in such haste to see the end of Greece?' And in this spirit he opposed the growth of Roman power which, he saw clearly, was sapping the liberties of Greece.

When Philopoemen was seventy years of age, he was elected general of the Achaeans for the eighth time. He hoped, however, not only to pass his tune of office without war, but to spend the remainder of his life in peace, for the spirit of hostility among the Greek states was weakening with their failing power, like the symptoms of violent illness abating with the loss of bodily strength. Put the gods willed otherwise; the aged general was to fall like one who, having run a race with matchless speed, stumbles at the very goal.

There was a certain citizen of Messene, Dinocrates by name, a man of evil life, who hated Philopoemen. He found means to draw Messene away from the Achaean League, and the report ran that lie intended to seize another town as well. At the time Philopoemen lay sick of a fever at Argos, but directly the news came, he set out for Megalopolis, and reached it in one da3/, though it was fifty miles distant. Thence he soon led forth a body of horsemen, all young men of noble birth, who followed him as volunteers out of personal affection and for the love of glory. With these he marched towards Messene and, coming upon the forces of Dinocrates upon a certain hill, attacked them and put them to flight. Suddenly, however, a further body of five hundred of the enemy came up, and the fugitives seeing them rallied among the hills. Philopoemen now saw that he was in danger of being surrounded, and retreated over rough and broken ground. He himself fought in the rear, in order to cover the retreat of his young soldiers, and often turned to face the enemy so that he might give his men time to escape. Old as he was, none. of the enemy dared to engage him in hand-to-hand fight, but only shouted and rode about him.

As he often faced around in this manner, he gradually became separated from the main body of his retreating troops, and at last found himself alone amidst a number of the enemy's horsemen. Even then they did not venture to attack him hand-to-hand, but hurled their javelins at him from a distance. Thus they drove him into a steep and rocky place where he could scarce, by continual spurring, force his horse to go.

The aged warrior was still active through constant exercise, so that his years were no obstacle to his escape. But he was weakened by sickness and wearied with his journey, so that he could no longer sit his horse so firmly as he was wont, While the animal stumbled and struggled over the broken ground. At last the rider was thrown from the saddle upon the rocks; his head was injured by the fall, and he lay on the ground insensible, so that his enemies believed him to be dead. But when they turned him over to strip him of his arms, Philopoemen raised his head and opened his eyes. Thereupon his enemies gathered around him, bound his arms behind his back, and bore him off with vile indignities and abuse.

The people of Messene, elated by the news, flocked to the city gates to see the entry of the captive. But when they saw the hero of Greece dragged along with humiliations so unworthy of the glory of his deeds, not a few were touched with pity, even to tears, at the sight. Some indeed began to recall the benefits they had aforetime received at his hands, and how their city had been delivered by him from the tyranny of Nabis. Nevertheless a few, to please Dinocrates, talked of putting the captive to torture and to death as a dangerous and relentless enemy, the more to be dreaded on account of the treatment he had received, if they were foolish enough to allow him to escape. After much discussion he was thrown into a dungeon called the Treasury, the entrance to which was closed by a huge stone, and into which neither air nor light was admitted. There, having swung the stone into place and set a guard about it, they left him.

Meanwhile his fugitive cavalry, recovering from their panic, discovered that their leader was not with them. They halted and with loud shouts called him by name. No reply came, so that they feared Philopoemen was dead. They then began to blame themselves for basely escaping at the expense of the life of the leader who had exposed himself so freely on their behalf. After much search and inquiry about the country, however, they learnt the truth and carried the heavy tidings home.

The Achaeans deemed the loss of Philopoemen the worst possible calamity. They resolved at once to send an embassy to Messene to demand that he should be given up, and in the meantime, in case of refusal, they began to prepare for war.

But Dinocrates feared above all things that delay might save the life of Philopoemen. He resolved, therefore, to compass his death before the Achaeans could take action to save him. So, when darkness had fallen and the people had gone away from about the dungeon, he caused it to be opened. Then he sent in one of his servants bearing a cup of poison, and ordered him not to leave the place until Philopoemen had taken the fatal draught. The servant found the captive lying down wrapped in his cloak. He was not asleep, however, for sadness and vexation kept him awake. When he saw the light and a man standing by him with the draught of poison, he raised himself up as well as his weakness would allow and, taking the proffered cup, asked for news of his cavalry. He was told that they had almost all escaped, whereupon, nodding his head in sign of gladness, he said, 'Thou bringest good tidings, and we are not unfortunate in all respects.' Then, without another word and without a sigh, he drank the poison and again lay down. So low had he been brought by weakness that he died almost without a struggle.

All Achaia was filled with grief at the news of his death. The youth and the delegates of the different towns at once went to Megalopolis, and determined to take vengeance against the town of ldfessene. Having chosen a general, they entered its territories, and so ravaged the country that the Messenians were driven to open the gates of the city. Before the avengers entered, Dinocrates and those citizens who had voted for putting Philopoemen to death, forestalled their vengeance by killing themselves. Those who had voted for putting him to the torture suffered a worse fate, for they were carried off to be put to a more painful and shameful death.

The remains of Philopoemen were burnt by his countrymen, and the ashes enclosed in an urn. Then, in ordered march and with funeral solemnities, the army returned to Megalopolis. First came the infantry, wearing crowns of victory and dragging along the fettered captives. Next came the general's son, surrounded by the chief Achaeans and bearing aloft the urn, which could scarcely be seen for the garlands and wreaths which covered it. The march was closed by the cavalry, fully armed and superbly mounted.

As the procession passed along the countryside, the people of the towns and villages flocked out as if to meet a general returning from a glorious campaign, and so, with all honour and respect, joined in the solemn march and attended the remains of Philopoemen to his town of Megalopolis.

His burial was worthy of his great deeds; many statues were set up, and many honours paid to his memory by the Grecian cities, and the Messenian prisoners were stoned to death at his tomb.