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He was now thirty years of age, when Cleomenes, King of the Lacedaemonians, suddenly attacked Megalopolis by night, forced the guard, made his way into the city, and occupied the market-place. Philopoemen came to the help of the citizens, but had not force enough to drive the enemy out, although he fought with vigour and daring. He did, however, steal the citizens out of the city, as it were, by attacking their pursuers and drawing Cleomenes against himself, so that with the greatest difficulty he got away last of all, after losing his horse and receiving a wound.

Moreover, when Cleomenes sent to them at Messene, whither they had gone, and offered to give them back their city with its valuables and their territory, Philopoemen, seeing that the citizens would be glad to accept the offer and were eager to go back home, opposed and dissuaded them from it, showing them that Cleomenes was not so much offering to restore their city as he was trying to win over to himself its citizens, that so he might have the city also more securely in his possession; for he would not be able, Philopoemen said, to remain there and guard empty houses and walls, but the solitude would force him to abandon these also. By this speech Philopoemen diverted the citizens from their purpose, but furnished Cleomenes with an excuse for devastating and demolishing the greater part of the city and marching off loaded with booty.

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