AmblesideOnline: Plutarch's Life of Philopoemen

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Study Notes prepared for the AmblesideOnline Curriculum by Anne White, 2015 using Thomas North's text. If you wish to use this Study Guide as a teacher's edition, text-only version of this Life (without the Study Guide) is also available to print for your student. Read Intro to these study guides here.

Lesson 1
Lesson 2
Lesson 3
Lesson 4
Lesson 5
Lesson 6
Lesson 7
Lesson 8
Lesson 9
Lesson 10
Lesson 11
Lesson 12


"Philopoemen, Prince of the Achaeans, among other praises which writers have bestowed on him, is commended because in time of peace he never had anything in his mind but the rules of war; and when he was in the country with friends, he often stopped and reasoned with them: 'If the enemy should be upon that hill, and we should find ourselves here with our army, with whom would be the advantage? How should one best advance to meet him, keeping the ranks? If we should wish to retreat, how ought we to pursue?' And he would set forth to them, as he went, all the chances that could befall an army; he would listen to their opinion and state his, confirming it with reasons, so that by these continual discussions there could never arise, in time of war, any unexpected circumstances that he could not deal with." Niccolo Machiavelli, The Prince (1532)


Philopoemen (Phila-PEE-men) lived from 253 to 184 B.C. (Plutarch says 183 B.C.), during the last days of ancient Greece, when Rome was flourishing but the Greek city-states had lost much of their power. Philopoemen's home was Megalopolis, which means "big city," similar to "Metropolis." Megalopolis was located in Arcadia, which is in the Peloponnese--the southern part of Greece that looks almost like a large island. North spells the name of the people who lived there "Megalipolitans."

Notes on Spelling

There are at least two English spellings: Philopoemen and Philopoemon. I've also seen it spelled Philopoimen. This can be helpful for online searches.

Achaia was a territory on the northern coast of the Peloponnese; and the Achaian League was a confederation of Greek city-states in that area. Achaia (North's spelling) can also be spelled Achaea (Dryden's preference).

Lesson One


Philopoemen was brought up and educated by his father's friend Cassander and two other excellent tutors. Plutarch's list of his tutors' other achievements is not important for our purposes; the point is that, after all these other things, they still considered their education of Philopoemen to be "among their best actions." To show why this is so is one of Plutarch's aims in writing this Life.


      to requite the love: to pay back or honour the friendship
      to grow to man's estate: to grow past the childhood years
      took him into their government: took over his education
      he went plainly: he dressed plainly
      to inn there all night: to stay there for the night
      began to fall to hew wood: began to chop wood
      riving of wood: chopping wood


In the city of Mantinea, there was a citizen in old time called Cassander, one that was as nobly born and of as great authority in government there, as any man of his time whatsoever. Notwithstanding, fortune frowned on him in the end, insomuch as he was driven out of his country, and went to live in the city of Megalopolis, only for the love he bare unto Crausis, Philopoemen's father, a rare man, and nobly given in all things, and one that loved him also very well. Now so long as Crausis lived, Cassander was so well used at his hands, that he could lack nothing: and when he was departed this world, Cassander, to requite the love Crausis bare him in his lifetime, took his son into his charge, being an orphan, and Cassander taught him, as Homer's Achilles was brought up by the old Phoenix. So this child Philopoemen grew to have noble conditions, and increased always from good to better.

Afterwards, when he came to grow to man's [e]state, Ecdemus and Demophanes, both Megalipolitans, took him into their government. They were two philosophers that had been hearers of Arcesilaus, in the school of Academia, and afterwards employed all the philosophy they had learned, upon the governing of the commonwealth, and dealing in matters of state, as much or more than any other men of their time. For they delivered their city from the tyranny of Aristodemus, who kept it in subjection, [and whom they caused to be killed]. And they did help Aratus also to drive the tyrant Niocles, out of Sicyone [see note on Aratus in Lesson Five]. At the request of the Cyrenians, that were troubled with civil dissension and factions among them, they went unto Cyrena, where they did reform the state of the commonwealth, and [e]stablished good laws for them. But for themselves, they reckoned the education and bringing up of Philopoemen, the chiefest act that ever they did: judging that they had procured a universal good unto all Greece, to bring up a man of so noble a nature, in the rules and precepts of philosophy.

And to say truly, Greece did love him passingly well, as the last valiant man she brought forth in her [old] age, after so many great and famous ancient captains: and did always increase his power and authority, as his glory did also rise. Whereupon there was a Roman, who to praise him the more, called him the last of the Grecians: that after him, Greece never brought forth any worthy person, deserving the name of a Grecian. And now concerning his person, he had no ill face, as many suppose he had: for his whole image is yet to be seen in the city of Delphi, excellently well done, as if he were alive.

And for that they report of his hostess in the city of Megara, who took him for a serving man: that was by reason of his courtesy, not standing upon his reputation, and because he went plainly besides. For she understanding that the general of the Achaians came to inn there all night, she bestirred her, and was very busy preparing for his supper, her husband peradventure being from home at that time: and in the mean season came Philopoemen into the inn, with a poor cloak on his back. The simple woman seeing him no better appareled, took him for one of his men that came before to provide his lodging, and so prayed him to lend her his hand in the kitchen. He straight cast off his cloak, and began to fall to hew wood. So, as Philopoemen was busy about it, in cometh her husband, and finding him riving of wood: Ha ha ha he, my Lord Philopoemen, why what meaneth this? Truly nothing else, he [said] in his Dorican tongue, but that I am punished, because I am neither fair boy, nor goodly man.

It is true that Titus Quintius Flamininus said one day unto him, seeming to mock him for his personage: O Philopoemen, thou hast fair hands, and good legs, but thou hast no belly, for he was fine in the waist, and small-bodied. Notwithstanding, I take it this jesting tended rather to the proportion of his army, than of his body: because he had both good horsemen, and footmen, but he was often without money to pay them. [These are common anecdotes told of Philopoemen.]

Discussion and Narration

What can you tell so far about how the Greeks viewed Philopoemen, and how he viewed himself?

What did Titus Flamininus probably mean by saying Philopoemen had no belly?

Consider the value of being educated by the best statesmen, philosophers and theologians. How can we also enjoy such an education?

Lesson Two


Everything Philopoemen did was concentrated towards one goal: being a great general. The books he read, the outdoor work he did, the way he spent his time--all were aimed only at his long-term plan. Although he was a talented wrestler, he decided that even athletic training conflicted with his military goals, so he gave that up. We begin to get a clear picture of who Philopoemen wanted to be, and where he wanted his life to go.


      heat and willfulness: Dryden translates this "personal rivalry and resentment"
      Epaminondas: a Theban general and statesman of the 4th century B.C.; the founder of Megalopolis
      to enterprise any thing: to try or dare anything
      choler: temper
      martial: military
      if they did surfeit: if they overdid it
      the foremost to go out, and the hindermost to come in: the first one out and the last one in
      tillage: farming
      gests: tales of adventure
      peradventure: perhaps


But now to descend to his nature and conditions: it seemeth that the ambition and desire he had to win honour in his doings, was not without some heat and willfulness. For, because he would altogether follow Epaminondas' steps, he shewed his hardiness to enterprise any thing, his wisdom to execute all great matters, and his integrity also, in that no money could corrupt him: but in civil matters and controversies, he could hardly otherwhiles keep himself within the bonds of modesty, patience, and courtesy, but would often burst out into choler, and willfulness [unlike Epaminondas]. Wherefore it seemeth, that he was a better captain for wars, than a wise governor for peace.

And indeed, even from his youth he ever loved soldiers, and arms, and delighted marvellously in all martial exercises: as in handling of his weapon well, riding of horses gallantly, and in [vaulting] nimbly. And because he seemed to have a natural gift in wrestling, certain of his friends, and such as were careful of him, did wish him to give himself most unto that exercise. Then he asked them, if their life that made such profession, would be no hindrance to their martial exercises. Answer was made him again, that the disposition of the person, and manner of life that wrestlers used, and such as followed like exercises, was altogether contrary to the life and discipline of a soldier, and specially touching life and limb. For wrestlers studied altogether to keep themselves in good plight, by much sleeping, eating, and drinking, by labouring, and taking their ease at certain hours, by not missing a jot of their exercises: and besides, were in hazard to lose the force and strength of their body, if they did surfeit never so little, or passed their ordinary course and rule of diet. Where soldiers contrariwise are used to all change, and diversity of life, and specially be taught from their youth, to [endure] all hardness, and scarcity, and to watch in the night without sleep. Philopoemen hearing this, did not only forsake those exercises, and scorned them, but afterwards being general of an army, he sought by all infamous means he could to put down all wrestling, and such kind of exercise, which made men's bodies unmeet to make pains, and to become soldiers for to fight in defence of their country, that otherwise would have been very able and handsome for the same.

When he first left his book and schoolmasters, and began to wear armour in invasions the Mantineians used to make upon the Lacedaemonians, to get some spoil on a sudden, or to destroy a part of their country: Philopoemen then would ever be the foremost to go out, and the hindermost to come in. When he had leisure, he used much hunting in time of peace, all to acquaint his body with toil and [travail], or else he would be digging of his grounds. For he had a fair manor, not passing twenty furlongs out of the city, whither he would walk commonly after dinner or supper: and then when night came that it was bedtime, he would lie upon some ill-favoured mattress, as [did] the meanest labourer he had, and in the morning by break of the day, he went out either with his vine men to labour in his vineyard, or else with his plough men to follow the plough, and sometimes returned again to the city, and followed matters of the commonwealth, with his friends and other officers of the same. Whatsoever he could spare and get in the wars, he spent it in buying of goodly horses, in making of fair armours, or paying his poor countrymen's ransom, that were taken prisoners in the wars: but for his goods and revenue, he sought only to increase them, by the profit of tillage, which he esteemed the justest and best way of getting of goods. For he did not trifle therein, but employed his whole care and study upon it, as one that thought it fit for every noble man and gentleman so to travail, govern, and increase his own, that he should have no occasion to covet or usurp another man's.

He took no pleasure to hear all kind of matters, nor to read all sorts of books of philosophy: but those only that would teach him most to become virtuous. Neither did he much care to read Homer's works, saving those places only that stirred up men's hearts most unto valiantness. But of all other stories, he specially delighted to read Evangelus' books, which treated of the discipline of wars, how to set battles; and declared the acts and gests of Alexander the Great, saying: that men should ever bring his words unto deed, unless men would take them for vain stories, and things spoken, but not to profit by. For in his books of the feats of war, and how battles should be ordered, he was not only contented to see them drawn and set out, in [charts] and maps: but would also put them in execution, in the places themselves as they were set out. And therefore, when the army marched in order of battle in the field, he would consider and study with himself, the sudden events and approaches of the enemies, that might light upon them, when they coming down to the valley, or going out of a plain, were to pass a river or a ditch, or through some strait: also when he should spread out his army, or else gather it narrow: and this he did not only forecast by himself, but would also argue the same with the captains that were about him.

For Philopoemen doubtless was one of the odd men of the world, that most esteemed the discipline of war, (and sometime peradventure more than he needed) as the most large field and most fruitful ground that valiantness could be exercised in: so that he despised and condemned all that were not soldiers, as men good for nothing.

Narration and Discussion

(You might choose one question to do as a writing assignment.)

Explain Plutarch's comparison of Philopoemen with Epaminondas. What does he mean by "Wherefore it seemeth, that he was a better captain for wars, than a wise governor for peace?"

What was Philopoemen's objection to paying a lot of attention to athletics? Do you think this was a wise decision?

Is it better to have very set routines in our lives, or to be flexible about things (for instance, not fussing if we occasionally miss a meal)? Would one way or the other help you survive better in a crisis?

"For he did not trifle therein, but employed his whole care and study upon it, as one that thought it fit for every noble man and gentleman so to travail, govern, and increase his own, that he should have no occasion to covet or usurp another man's." Philopoemen wanted to be a soldier most of all; so why did he take his farming so seriously?

Lesson Three


The year was 222 B.C., and Philopoemen was about 30 years old. He joined with the Macedonians (King Antigonus III, also called Antigonus Doson) to oust the king of Sparta (Cleomenes III) from Megalopolis. Although Antigonus was a bit annoyed that Philopoemen took control and led a charge without being ordered to, he had to admit that Philopoemen "did like an experienced commander" (Dryden's translation).

Note: Cleomenes III reigned from 235-222 BC, when Sparta was defeated in this battle. His life will be studied in Plutarch's Agis and Cleomenes.


      Lacedaemon: Sparta
      made Cleomenes still wait upon him: Dryden translates it "amused Cleomenes," meaning he kept him occupied while the others escaped
      Cleomenes' device: his true intention, plan
      a great spoil: a great deal of treasure
      hard by him: close to him
      quagmires: swamps
      a dart, having a leather thong on the midst of it: a javelin. There is a 19th-century sculpture you might want to look at, of Philopoemen pulling out the javelin (do an image search for Philopoemen javelin. Warning: he is not wearing much clothing).
      it spited him to the guts: Dryden translates this as "he was transported with the desire of partaking in it." This is a perfect example of North's strong and earthy English vs. Dryden's more academic style.


When he [Philopoemen] was come now to thirty years of age, Cleomenes, king of Lacedaemon, came one night upon the sudden, and gave an assault to the city and got into the marketplace, and won it. Philopoemen hearing of it, ran immediately to the rescue. Nevertheless, though he fought very valiantly, and did like a noble soldier, yet he could not repulse the enemies, nor drive them out of the city. But by this means he got his citizens leisure, and some time to get them out of the town to save themselves, staying those that followed them: and made Cleomenes still wait upon him, so that in the end he had much ado to save himself being the last man, and very sore hurt, and his horse also slain under him.

Shortly after, Cleomenes being advertised that the Megalopolitans were gotten into the city of Messina, sent unto them to let them understand, that he was ready to deliver them their city, lands, and goods again. But Philopoemen seeing his countrymen very glad of these news, and that every man prepared to return again in haste: he stayed them with these persuasions, shewing them that Cleomenes' device was not to redeliver them their city, but rather to take them together with their city: foreseeing well enough, that he could not continue long there, to keep naked walls and empty houses, and that himself in the end should be compelled to go his way. This persuasion stayed the Megalopolitans, but withal it gave Cleomenes occasion to burn and pluck down a great part of the city, and to carry away a great sum of money, and a great spoil.

Afterwards, when King Antigonus was come to aid the Achaians against Cleomenes, and that Cleomenes kept on the top of the mountains of Sellasia, and kept all the passages and ways unto them out of all those quarters: King Antigonus set his army in battle hard by him, determining to set upon him, and to drive him thence if he could possibly.

Philopoemen was at that time amongst the horsemen with his citizens, who had the Illyrians on the side of them, being a great number of footmen and excellent good soldiers, which did shut in the tail of all the army. So they were commanded to stand still, and to keep their place, until such time as they shew them a red coat of arms on the top of a pike, from the other wing of the battle, where the king himself stood in person. Notwithstanding this straight commandment, the Captains of the Illyrians would abide no longer, but went to see if they could force the Lacedaemonians that kept on the top of the mountains. The Achaians contrariwise, kept their place and order, as they were commanded. Euclidas, Cleomenes' brother, perceiving thus their enemies' footmen were severed from their horsemen, suddenly sent the lightest-armed soldiers and lustiest fellows he had in his bands, to give a charge upon the Illyrians behind, to prove if they could make them turn their faces on them, because they had no horsemen for their guard. This was done, and these light-armed men did marvellously trouble and disorder the Illyrians. Philopoemen perceiving that, and considering how these light-armed men would be easily broken and driven back, since occasion [it]self enforced them to it: he went to tell the king's captains of it, that led his men of arms. But when he saw he could not make them understand it, and that they made no reckoning of his reasons, but took him of no skill, because he had not yet attained any credit or estimation to be judged a man that could invent or execute any stratagem of war: he went thither himself, and took his citizens with him.

And at his first coming, he so troubled these light armed-men, that he made them fly, and slew a number of them. Moreover, to encourage the better King Antigonus' men, and to make them give a lusty charge upon the enemies, whilst they were thus troubled and out of order: he left his horse, and marched afoot up hill and down hill, in rough and stony ways, full of springs and quagmires, being heavily armed at all pieces as a man at arms, and fighting in this sort very painfully and uneasily, he had both his thighs passed through with a dart, having a leather thong on the midst of it. And though the blow did not take much hold of the flesh, yet was it a strong blow, for it pierced both thighs through and through, that the iron was seen on the other side. Then was he so [en]cumbered with this blow, as if he had been shackled with irons on his feet, and knew not what to do: for the leather fastened in the midst of the dart, did grieve him marvellously, when they thought to have pulled the dart out of the place where it entered in, so as never a man about him durst set his hands to it.

Philopoemen on the other side, seeing the fight terrible on either side, and would soon be ended: it spited him to the guts, he would so fain have been among them. So at the length he made such struggling, putting back one thigh, and setting forward another, that he [broke the shaft in two], and made them pull out the two truncheons, the one on this side, and the other on the other side. Then when he saw he was at liberty again, he took his sword in his hand, and ran through the midst of them that fought, unto the foremost ranks, to meet with the enemy: so that he gave his men a new courage, and did set them on fire with envy, to follow his valiantness.

After the battle was won, Antigonus asked the Macedonian captains, to prove them: who moved the horsemen to divide themselves, and give the charge, before the sign that was commanded. They answered him, that they were forced to do it against their wills, because a young Megalopolitan gentleman gave a charge with his company, before the sign was given. Then Antigonus laughing, told them: the young gentleman played the part of a wise and valiant captain.

Narration and Discussion

How did Philopoemen convince the people that accepting Cleomenes' offer wasn't a good idea? Have you ever been told (unfairly) to keep quiet because you weren't qualified to offer an opinion on something? Do you think Philopoemen should have been listened to anyway?

How did Philopoemen show bravery and understanding beyond his age and experience?

Lesson Four


Philopoemen passed on his skills, discipline and passion to the Achaian cavalry--most of whom had never even bothered to show up for battles before.

      great entertainment: Dryden translates this "very advantageous conditions."
      only to continue himself in exercise thereof: to keep himself in practice
      muster them: gather them together


This exploit, together with Antigonus' testimony, gave great reputation unto Philopoemen, as we may easily imagine. So king Antigonus marvellously entreated him he would serve with him, and offered him a band of men at arms, and great entertainment, if he would go with him. But Philopoemen refused his offer, and chiefly, because he knew his own nature, that he could hardly abide to be commanded by any. Notwithstanding, because he could not be idle, he took sea, and went into Crete, where he knew there were wars, only to continue himself in exercise thereof. So when he had served a long time with the Cretans, which were valiant soldiers, and very expert in all policies and feats of war, and moreover were men of a moderate and spare diet: he returned home again to Achaia, with so great credit and reputation of every one, that he was presently chosen general of all the horsemen. So when he entered into his charge, he found many horsemen very ill horsed, upon such [common horses] as might be gotten cheapest, and how they used not to go themselves in person to the wars, but did send others in their stead: and to be short, how they neither had hearts, nor experience of the wars, and all because the generals and captains of the people of the Achaians that served before him, did take no heed to those matters, as fearing to offend any, because they had the greatest authority in their hands, to punish or reward whom they thought good.

Philopoemen fearing none of all these things, would leave no part of his charge and duty undone, but went himself in person to all the cities, to persuade and encourage the young gentlemen, to be well horsed, and well armed, that they might win honour in the field, be able to defend themselves, and overthrow their enemies. And where persuasion could do no good, there he would set fines upon their heads that so refused, and did use to muster them oft, and did acquaint them with tilting, turning, and barriers, and one to fight with another, and at such times and places specially, as he knew there would be multitudes of people to give them the looking on: that in short space he made them very forward, proper, and ready horsemen, whose chiefest property is, to keep their order and ranks in the battle. So as when necessity served for the whole company of horsemen to turn together, half turn, or whole turn, or else every man by himself: they were so thoroughly trained in it, that all the whole troop set in battle [ar]ray, did seem as it were to be but one body, they removed so together, and withal so easily, and at all times, and so oft, as turn they would on the one side, or on the other.

Now in a great battle the Achaians had with the Ætolians and the Elians, by the river of Larissus: Demophantus, general of the horsemen of the Ætolians, came from his company to fight with Philopoemen, who also made towards him, and gave him first such a blow with his spear, that he strake him stark dead. When Demophantus fell to the ground, his soldiers fled by and by upon it. This won Philopoemen great honour, who gave no place to the youngest men in fighting most valiantly with his own hands: nor to the oldest men in wisdom, for the wise leading of his army.

Narration and Discussion

What mistake had the former "generals and captains of the people of the Achaians" made?

Why did Philopoemen find it helpful to train his soldiers "at such times and places specially, as he knew there would be multitudes of people to give them the looking on?" In what other ways did he turn these soldiers into a formidable force?

Discuss this passage: "So as when necessity served for the whole company of horsemen to turn together, half turn, or whole turn, or else every man by himself: they were so thoroughly trained in it, that all the whole troop set in battle [ar]ray, did seem as it were to be but one body, they removed so together, and withal so easily, and at all times, and so oft, as turn they would on the one side, or on the other." Christians are familiar with the imagery of "one body," e.g. 1 Corinthians 12, Romans 12. How might Plutarch's description apply to the "body of believers?"

How did Philopoemen prove that he wasn't just "all talk" in the battle with the Ætolians?

Lesson Five


The improved confidence of the Achaian army spread to the other citizens of Megalopolis. People grabbed their silverware to melt down for weapons, and the women brought out their needles, thread, and flag patterns.

Who was Aratus?

Aratus of Sicyon lived from 271-213 B.C. He was mentioned in the first lesson: "[Ecdemus and Demophanes] . . . did help Aratus also to drive the tyrant Niocles, out of Sicyone." Plutarch also wrote a Life of Aratus.


      "where any little thing stoppeth and falleth to the bottom, which the course of the water bringeth down the stream, there the rest that followeth doth use to stay, and go no further": Dryden translates this "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."
      sticking unto King Ptolomy: trying to win his favour
      strange governors: foreign commanders
      targets: shields
      morryans, morions, or burganettes: helmets
      of sundry colours: of various colors


Indeed the first man that made the people of Achaia grow in power and greatness, was Aratus [see note above]: for before his time Achaia was of small reckoning, because the cities of the same stood divided between themselves, and Aratus was the first man that made them join together, and [e]stablished among them an honest civil government. Whereby it happened, that as we see in brooks and rivers where any little thing stoppeth and falleth to the bottom, which the course of the water bringeth down the stream, there the rest that followeth doth use to stay, and go no further: even so in the cities of Greece that were in hard state, and sore weakened, by faction one against another, the Achaians were the first that stayed themselves, and grew in amity one with the other, and afterwards drew on the rest of the cities into league with them, as good neighbours and confederates. Some by helping and delivering them from the oppression of tyrants, and winning other also by their peaceable government and good concord: they had in this wise, to bring all the country of Peloponnesus into one body and league. Nevertheless, while Aratus lived, they depended most upon the strength and power of the Macedonians: first with sticking unto King Ptolomy, and then unto Antigonus, and last to Philip, who ruled in manner all the state of Greece.

But when Philopoemen came to govern, and to be the chiefest man, the Achaians being strong enough to resist the strongest, would march then no more under any other body's ensign, nor would suffer any more strange governors or captains over them. For Aratus (as it seemed) was somewhat too soft and cold for the wars, and therefore the most things he did, were by gentle entreaties, by intelligences, and by the king's friendships with whom he was great, as we have at large declared in his life. But Philopoemen being a man of execution, hardy and valiant of person, and of very good fortune, in the first battle that he ever made, did marvellously increase the courage and hearts of the Achaians: because under his charge they ever foiled their enemies, and always had the upper hand over them.

The first thing Philopoemen began withal at his coming, he changed the manner of setting of their tables, and their fashion of arming themselves. For before they carried little light targets, which because they were thin and narrow, did not cover half their bodies, and used spears far shorter than pikes, by reason whereof they were very light, and good to skirmish and fight afar off: but when they came to battle, their enemies then had great [ad]vantage of them. As for the order of their battles, they knew not what it meant, nor to cast themselves into a snail or ring, but only used the square battle [formation], nor yet gave it any such front where the pikes of many ranks might push together, and where the soldiers might stand so close, that their targets should touch one another, as they do in the squadron of the battle of the Macedonians: by reason whereof, they were soon broken, and overthrown. Philopoemen reformed all this, persuading them to use the pike and shield, instead of their little [target and spear], and to put good morryans (morions) or burganettes on their heads, corselettes on their bodies, and good tasses and greaves to cover their thighs and legs, that they might fight it out manfully, not giving a foot of ground, as light armed men that run to and fro in a skirmish. And thus having persuaded and taught the young men to arm themselves thoroughly, first he made them the bolder and more courageous to fight, as if they had been men that could not have been overcome: then he turned all their vain superfluous charge, into necessary and honest expenses. But he could not possibly bring them altogether from their vain and rich apparel, they had of long time taken up, the one to exceed another: nor from their sumptuous furniture of houses, as in beds, hangings, curious service at the table, and delicate kind[s] of dishes. But to begin to withdraw this desire in them which they had, to be fine and delicate, in all superfluous and unnecessary things, and to like of things necessary, and profitable: he wished them to look more nearly to their ordinary charge about themselves, taking order as well for their apparel, as also for their diet, and to spare in them, to come honourably armed to the field, for defence of their country.

Thereupon, if you had looked into the goldsmiths' shops, you should have seen nothing else in their hands, but breaking and battering of pots of gold and silver, to be cast and molten down again, and then gilding of armours and targets, and silvering of bits. In the showplaces for the running of horses, there was managing and breaking of young horses, and young men exercising arms. Women's hands also were full of morions and headpieces, whereto they tied goodly brave plumes of feathers of sundry colours, and were also full of embroidered arming coats and cassocks, with curious and very rich works. The sight of which bravery did heave up their hearts, and made them gallant and lively: so as envy bred straight in them who should do best service, and no way spare for the wars. Indeed, sumptuousness and bravery in other sights, doth secretly carry men's minds away, and allure them to seek after vanities, which makes them tender bodied, and womanish persons: because this sweet tickling, and enticing of the outward sense that is delighted therewith, doth straight melt and soften the strength and courage of the mind.

But again, the sumptuous cost bestowed upon warlike furniture, doth encourage and make great a noble heart. Even as Homer sayeth it did Achilles, when Thetis brought him new armour and weapons she had caused Vulcan to make for him, and laid them at his feet: who seeing them, could not tarry, but was straight set on fire with desire to occupy them. So when Philopoemen had brought the youth of Achaia to this good pass, to come thus bravely armed and furnished into the field, he began then to exercise them continually in arms: wherein they did not only shew themselves obedient to him, but did moreover strive one to excel another, and to do better than their fellows. For they liked marvellous well the ordering of the battle he had taught them, because that standing so close together as they did, they thought surely they could hardly be overthrown. Thus by continuance of time, being much used to wear their armour, they found them a great deal easier and lighter than before, besides the pleasure they took to see their armour so brave and so rich: insomuch as they longed for some occasion to try them straight upon their enemies.

Narration and Discussion

Why did the Achaians rely less on foreign support after Philopoemen came to command?

How did Philopoemen "divert the passion" of the officers into more useful channels? How might an employer or a teacher use this strategy?

"But again, the sumptuous cost bestowed upon warlike furniture, doth encourage and make great a noble heart," or as Dryden translates it, "Magnificence of this kind strengthens and heightens the courage." Think of Bilbo Baggins' courage as he held his dagger, or the importance of weapons in the Narnia stories. Think of Excalibur! Why does putting on a new uniform and picking up a decent weapon strengthen one's courage (or does it?)? (You might find the Armour of God/Sword of the Spirit passage useful as you think about this.)

What do you think of Plutarch's "womanish" passage here?

Lesson Six


Philopoemen's career was at a high point. Patriotic spirit was running feverishly, and everyone was confident that the Achaian army would win at whatever they did.

Note on the "Statue of Philopoemen at Delphi"

It appears that only the base of the statue still exists. Most of the pictures of the "statue of Philopoemen" are the sculpture of him pulling the javelin out of his leg, not the one referred to here.


      They both had entertained in pay a great number of strangers to serve them: They had both hired a great number of foreign soldiers (mercenaries)
      he was very busy, and earnest still, to follow the chase of them that first fled, and so came hard by the Achaians that stood still in their battle, and kept their ranks: Machanidas and his mercenaries chased those on the Achaian side who had run away, while the rest of the Achaian army remained in formation (and wondering what to do next)
      suffered them to take their course: let them chase after the fleeing spearmen and Tarentines
      they did not look to fight: they did not expect to have to fight at all
      he slew him in the ditch: when Philopoemen stabbed Machanidas, he fell off his horse and into the ditch
      his army ranging in order of battle: his army showing their maneuvers


Now the Achaians at that time were at wars with Machanidas, the tyrant of Lacedaemon, who sought by all device he could with a great army, to become chief Lord of all the Peloponnesians. When news was brought that Machanidas was come into the country of the Mantineans, Philopoemen straight marched towards him with his army: so they met both not far from the city of Mantinea, where by and by they put themselves in order of battle. They both had entertained in pay a great number of strangers to serve them, besides the whole force of their country: and when they came to join battle, Machanidas with his strangers gave such a lusty charge upon certain [spearmen and Tarentines] whom Philopoemen had [placed in the front] to begin the skirmish, that he overthrew them, and made them flee withal.

But where he should have gone on directly against the Achaians that were ranged in battle [ar]ray, to have proved if he could have broken them: he was very busy, and earnest still, to follow the chase of them that first fled, and so came hard by the Achaians that stood still in their battle, and kept their ranks. This great overthrow fortuning at the beginning, many men thought the Achaians were but cast away. But Philopoemen made as though it had been nothing, and that he set light by it, and spying the great fault his enemies made, following the forlorn hope on the spur, whom they had overthrown, and straying so far from the battle of their footmen, whom they had left naked, and the field open upon them: he did not make towards them to stay them, nor did strive to stop them that they should not follow those that fled, but suffered them to take their course.

And when he saw that they were gone a good way from their footmen, he made his men march upon the Lacedaemonians, whose sides were naked, having no horsemen to guard them: and so did set upon them on the one side, and ran so hastily on them to win one of their flanks, that he made them fly, and slew withal a great number of them. For it is said, there were four thousand Lacedaemonians slain in the field, because they had no man to lead them: and moreover, they say they did not look to fight, but supposed rather they had won the field, when they saw Machanidas chasing stil those upon the spur, whom he had overthrown.

After this, Philopoemen retired to meet Machanidas, who came back from the chase with his strangers. But by chance there was a great broad ditch between them, so as both of them rode upon the banksides of the same, a great while together, one against another of them: the one side seeking some convenient place to get over and fly, and the other side seeking means to keep them from starting away. So, to see the one before the other in this sort, it appeared as they had been wild beasts brought to an extremity, to defend themselves by force, from so fierce a hunter as Philopoemen was. But whilst they were striving thus, the tyrant's horse that was lusty and courageous, and felt the force of his master's spurs pricking in his sides, that the blood followed after, did venture to leap the ditch, coming to the bank side, stood upon his hindmost legs, and advanced forward with his foremost feet, to reach to the other side.

Then Simmias and Polyaenus, who were about Philopoemen when he fought, ran thither straight to keep him [Machanidas] in with their staves that he should not leap the ditch. But Philopoemen who was there before them, perceiving that the tyrant's horse by lifting up his head so high, did cover all his master's body: forsook by and by his horse, and took his spear in both his hands, and thrust at the tyrant with so good a will, that he slew him in the ditch. In memory whereof, the Achaians that did highly esteem this valiant act of his, and his wisdom also in leading of the battle: did set up his image in brass, in the temple of Apollo in Delphi, in the form he slew the tyrant.

They say, that at the assembly of the common games called Nemea, (which they solemnise in honour of Hercules, not far from the city of Argos) and not long after he had won this battle of Mantinea, [having been] made general the second time of the tribe of the Achaians, and being at good leisure also by reason of the feast: he first shewed all the Grecians that were come thither to see the games and pastimes, his army ranging in order of battle, and made them see how easily they removed their places every way, as necessity and occasion of fight required, without troubling or confounding their ranks, and that with a marvellous force and readiness.

When he had done this, he went into the Theater to hear the musicians play, and sing to their instruments, who should win the best game, being accompanied with lusty young gentlemen appareled in purple cloaks, and in scarlet coats and cassocks they wore upon their armour, being all in the flower of their youth, and well given and disposed: who did greatly honour and reverence their captain, and besides that, shewed themselves inwardly of noble hearts, being encouraged by many notable battles they had fought, in which they had ever attained the victory, and gotten the upper hand of their enemies. And by chance, as they were entered into the Theater, Pylades the musician, singing certain poems of Timotheus, called the Perses, fell into these verses:

O Greeks it is even he, which your prosperity
Hath given to you: and therewithal! a noble liberty.

[Dryden: "Under his conduct Greece was glorious and was free."]

When he had sweetly song out aloud these noble verses, passingly well made: the whole assembly of the Grecians in the Theater, that were gathered thither to see the games, cast all their eyes straight upon Philopoemen, and clapped their hands one to another for joy, because of the great hope they had in him, that through him they should soon recover their ancient reputation, and so imagined they possessed already the noble and worthy minds of their ancestors.

Narration and Discussion

"[They] cast all their eyes straight upon Philopoemen, and clapped their hands one to another for joy . . ." How did Philopoemen's life so far prepare him for this moment of applause? Do you feel it was deserved?

Note this phrase: "and so imagined they possessed already the noble and worthy minds of their ancestors." The Achaians applauded Philopoemen, but they took the credit somewhat for themselves, like those cheering for a winning sports team. Was this a good thing?

Lesson Seven


There are two main points here: first, Plutarch gives examples of how Philopoemen was respected and feared: his name alone was enough to give his enemies nightmares. Even when he was officially out of command for awhile, he was still The Commander. But at the same time, it's acknowledged (for the first time) that Philopoemen had "ill-wishers"--and at one point he was even threatened with banishment.

This passage moves around in time, and several separate incidents are described. I have divided the text into three sections, which could be read and narrated separately.


      their ordinary riders: their usual riders
      because they were afraid to hear his name only, as it seemed by their doings: Dryden translates this " but, as appeared in several occasions, were frighted with his very name." Their actions proved that they were afraid of Philopoemen.
      Nabis: the tyrant (ruler) of Lacedaemon (Sparta) at that time.
      Philopoemen being then a private man, and having no charge of soldiers: Philopoemen was temporarily out of command
      Lysippus: the general of the Achaeans while Philopoemen was out of office
      not staying for the assembly of the Megalopolitans: not waiting for them
      durst not tarry him: dared not stay there. Dryden says, "thought it not convenient to stay."
      dispraised: criticized, reproached
      hard at: right at, on top of
      perceiving his countrymen made no more account of him: seeing he was out of favour
      diverse: in this context, it means "various" or "several"


Part One

And as young horse[s] that do always look to be ridden by their ordinary riders, if any stranger get up on their backs, do straight wax strange to be handled, and make great ado: even so, when the Achaians came to any dangerous battle, their hearts were even done, if they had any other general or leader than Philopoemen, on whom still they depended and looked. And when they saw him ever, the whole army rejoiced, and desired straight to be at it, they had such confidence in his valiantness and good fortune: and truly not without cause. For of all men, their enemies did fear him most, and durst not stand before him: because they were afraid to hear his name only, as it seemed by their doings.

For Philip king of Macedon, imagining that if he could find means to dispatch Philopoemen out of the way, howsoever it were, the Achaians would straight take part again with him: [he] sent men secretly into the city of Argos, to kill him by treason. Howbeit the practise was discovered, and the king [Philip] ever after was mortally hated of all the Grecians generally, and taken for a cowardly and wicked Prince.

Part Two

It fortuned one day when the Boeotians laid siege to the city of Megara, and thought certainly to have won it at the first assault: there rose a rumour suddenly amongst them, that Philopoemen came to aid the city, and was not far from it only with his army. But it was a false report. Notwithstanding, the Boeotians were so scared, that for fear they left scaling ladders behind them, which they had set against the walls to have scaled the town, and fled straight to save themselves.

Part Three

Another time, when Nabis the tyrant of Lacedaemon, that succeeded Machanidas, had taken the city of Messina upon the sudden: Philopoemen being then a private man, and having no charge of soldiers, [Philopoemen] went unto Lysippus, General of the Achaians that year, to persuade him that he would send present aid unto them of Messina. Lysippus told him, it was to late now to go thither, and that it was but a lost town, not to be helped: considering the enemies were in it already. Philopoemen perceiving he could not procure him to go, went thither himself with the force of Messina only, not staying for the assembly of the Megalopolitans, that were in counsel about it, to give him commission by voices of the people to take them with him: but they all willingly followed him, as if he had been their continual general, and the man that by nature was worthiest of all other to command them.

Now when he came near unto Messina, Nabis hearing of his coming, durst not tarry him, though he had his army within the city, but stole out at another gate [with his men], and marched away in all the haste he could, thinking himself a happy man [if] he could so escape his hands, and retire with safety, as indeed he did. And thus was Messina, by [Philopoemen's] means, delivered from captivity.

All that we have written hitherto concerning Philopoemen, falleth out doubtless to his great honour and glory: but afterwards he was greatly dispraised for a journey he made into Crete, at the request of the Gortynians, who sent to pray him to be their captain, being sore troubled with wars at that time. Because Philopoemen went then to serve the Gortynians, when the tyrant Nabis had greatest wars with the Megalopolitans, in their own country: they laid it to his charge, either that he did it to flee the wars, or else that he sought honour out of season with foreign nations, when his poor citizens the Megalopolitans were in such distress, that their country being lost and destroyed, they were driven to keep them within their city, and to sow all their [streets] with corn, to sustain them withal, when their enemies were encamped almost hard at their town gates.

And the rather, because himself making wars with the Cretans, and serving strangers beyond the sea in the meantime, gave his enemies occasion to slander him that he fled, that he would not tarry to fight for defence of his country. Again, there were that, because the Achaians did choose other for their general, that he being a private man and without charge, was the rather contented to be general of the Gortynians, who had marvellously entreated him to take the charge: for he was a man that could not abide to live idly, and that desired specially above all things to serve continually in the wars, and to put in practise his skill and discipline in the leading of an army.

The words he spake one day of king Ptolomy doth witness as much. For when there were some that praised king Ptolomy highly, saying that he trained his army well, and that he still continued his person in exercise of arms: [Philopoemen said,] It is not commendable for a king of his years, to delight in training his men to exercise arms, but to do some act himself in person. [Dryden's version: "And what praise," replied Philopoemen, "for a king of his years, to be always preparing, and never performing?"]

Well, in the end, the Megalopolitans took his absence in such evil part, that they thought it a piece of treason, and would needs have banished him, and put him from the freedom of the city: had not the Achaians sent their general Aristaenetus unto them, who would not suffer the sentence of banishment to pass against him, although otherwise there was ever contention between them about matters of the commonwealth. Afterwards, Philopoemen perceiving his countrymen made no more account of him, to spite them withal, he made diverse small villages and cities rebel against them, and taught them to say, and to give it out, that they were not their subjects, neither paid them tribute from the beginning: and he made them stand to it openly, and maintain their sedition against the city of Megalopolis, before the council of the Achaians. These things happened shortly after.

Narration and Discussion

Why would Philopoemen go to the Gortynians, when his own country needed him?

Discuss the idea that well-trained horses may only be managed by their usual trainers or riders. Does that make them too dependent? What would happen if their leader was injured or killed? (Consider Philopoemen's earlier statement that soldiers should be trained for flexibility, unlike athletes who can perform only under certain conditions.)

Comment on Philopoemen's opinion of Ptolomy [Ptolemy]--"always preparing and never performing."

Explain how Philopoemen found himself out of favour, and how he reacted. Do you feel his attempts at retribution were justified?

Lesson Eight


This lesson opens with Philopoemen still in Crete, which added to his reputation as a general. From here on the story is a string of good things, bad things. A bad thing: Philopoemen returned home to Megalopolis, and found things in chaos. A worse thing: he took his men to sea to fight Nabis of Sparta, and nearly sank the ship. Good thing: it didn't sink, and he ended up winning a battle on land. Bad thing: Nabis surprised them. Good thing: Philopoemen chased Nabis's army away, and caught many Spartans sneaking back later on.


      he shewed not himself a Peloponnesian, nor like a man born in Arcadia: he didn't act like this, although he was one
      Philip: the king of Macedon (the territory north of Greece)
      Titus Quintius Flamininus: a Roman consul at this time. Plutarch uses his Life as a parallel to that of Philopoemen.
      fine devices: crafty tricks
      would needs take upon him to do the same: insisted on doing the same
      diverse: multiple
      ere they wist it: before they knew anything about it
      in this fear and hurly burly: commotion, tumult
      through a marvellous ill and dangerous way: through rough country
      made the Achaians amazed: dismayed them
      wherein he was compassed: in the place where he was surrounded


But whilst [Philopoemen] made wars in Crete for the Gortynians, he shewed not himself a Peloponnesian, nor like a man born in Arcadia, to make plain and open wars: but he had learned the manner of the Cretans, to use their own policies, fine devices, and ambushes against themselves, made them know also, that all their crafts, were but childish sports as it were: in respect of those that were devised, and put in execution, by a wise experienced captain, and skillful to fight a battle.

So, Philopoemen having won great fame by his acts done in Crete, returned again to Peloponnesus, where he found, that Philip king of Macedon had been overcome in battle, by Titus Quintius Flamininus: and that the Achaians joining with the Romans, did make war against the tyrant Nabis, against whom he was made general immediately upon his return, and gave battle by sea. In the which it seemed he fell into like misfortune, as Epaminondas did: the event of this battle falling out much worse with him, than was looked for, in respect of his former courage and valiantness. But as for Epaminondas, some say he returned willingly out of [Asia and the Islands], without any exploit done, because he would not have his countrymen fleshed with spoil by sea, as fearing least of valiant soldiers by land, they would by little and little (as Plato) become dissolute mariners by sea.

But Philopoemen contrariwise, presuming upon the skill he had to set the battle in good order by land, would needs take upon him to do the same by sea. But he was taught to his cost to know what exercise and experience meant, and how strong it maketh them that are practised in things. For he lost not only the battle by sea, being unskillful of that service: but he committed besides a fouler error. For that he caused an old ship to be rigged, which had been very good of service before, but not occupied in forty years together, and embarked his countrymen into the same, which were all likely to perish, because the ship had diverse leaks.

This overthrow made his enemies despise him utterly, who persuaded themselves he was fled for altogether, and had given them sea room: whereupon [in contempt of him] they laid siege to the city of Gythium. Philopoemen being advertised thereof, embarked his men suddenly, and set upon his enemies ere they wist it, or had any thought of his coming: and found them straggling up and down, without watch or guard, by reason of the victory they had lately won. So he landed his men closely by night, and went and set fire upon his enemies' camp, and burnt it every whit: and in this fear and hurly burly, slew a great number of them.

Shortly after this stealing upon them, the tyrant Nabis also stole upon him again unawares, as he was to go through a marvellous ill and dangerous way. Which made the Achaians amazed at the first, thinking it unpossible for them that they could ever [e]scape that danger, considering their enemies kept all the ways thereabouts. But Philopoemen bethinking himself, and considering the nature and situation of the place: after he had viewed it well, he shewed them plainly then, that the chiefest point of a good soldier, and man of war, was to know how to put an army in battle, according to the time and situation of the place. For he did but alter the form of his battle a little, and sorted it according to the situation of the place, wherein he was compassed: and by doing this without trouble or business, he took away all fear of danger, and gave a charge upon his enemies in such fierce wise, that in a short time he put them all to flight. [Dryden: 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.]

And when he perceived that they did not flee all in troops together towards the city, but scattering wise, abroad in the fields in every place: he caused the trumpet to sound the retreat. Then he commanded the chase to be followed no further, for that all the country thereabout was full of thick woods and groves, very ill for horsemen: and also because there were many brooks, valleys, and quagmires which they should pass over, he encamped himself presently, being yet broad day. And so, fearing least his enemies would in the night time draw unto the city, one after another, and by couples: he sent a great number of Achaians, and laid them in ambush amongst the brooks and hills near about it, which made great slaughter of Nabis' soldiers, because they came not altogether in troops, but scatteringly one after another as they fled, one here, another there, and so fell into their enemies' hands, as birds into the fowler's net.

Discussion and Narration

"Altering his order according to the nature of the place." Was it effective for Philopoemen to fight the enemy by making use of their own strategies, rather than insisting on fighting like a Peloponnesian?

"But he was taught to his cost to know what exercise and experience meant, and how strong it maketh them that are practised in things." Why was Philopoemen's great experience in land fighting not enough to prepare him for a sea battle? What other problems did he have?

Lesson Nine


In this passage we hear of more secret ill-will, and jealousy of Philopoemen by the Roman consul Titus Flamininus (because Philopoemen was just a common Arcadian). However, he did gain almost everyone's respect at this time by persuading the Spartans to join the Achaian League (198 B.C.).


      a mean gentleman of Arcadia: a common or lowly Arcadian.
      their tribe and communality: their confederacy, union
      they might command their virtue upon any occasion, without cost unto them: they could have their goodwill without bribes, for free


These acts made Philopoemen singularly beloved of the Grecians, and they did him great honour in all their Theaters and common assemblies. Whereat Titus Quintius Flamininus, of nature very ambitious, and covetous of honour: did much repine, and was envious at the matter, thinking that a Consul of Rome should have place and honour amongst the Achaians, before a mean gentleman of Arcadia. And he imagined he had deserved better of all Greece, than Philopoemen had: considering, how by the only proclamation of an herald, he had restored Greece again to her ancient liberty, which before his coming was subject unto King Philip, and unto the Macedonians.

Afterwards, Titus Quintius made peace with the tyrant Nabis. Nabis was shortly after very traitorously slain by the Ætolians. Whereupon the city of Sparta grew to a tumult, and Philopoemen straight taking the occasion, went thither with his army, and handled the matter so wisely: that partly for love, and partly by force, he won the city, and joined it unto the tribe of the Achaians.

So was he marvellously commended and esteemed of the Achaians for this notable victory, to have won their tribe and communality so famous a city, and of so great estimation. For the city of Sparta was no small increase of their power. Moreover he won by this means, the love and good will of all the honest men of Lacedaemon, of the hope they had to find him a protector and defender of their liberty.

Wherefore, when the tyrant Nabis' house and goods were sold, as forfeited to the state: they resolved in their council to make him a present of the money thereof, which amounted to the sum of six score talents, and [they] sent ambassadors purposely unto him, to offer it him. Then Philopoemen shewed himself plainly to be no counterfeit honest man, but a good man indeed. For first of all, there was not one of all the Lacedaemonians that durst presume to offer him this money, but every man was afraid to tell him of it: and everybody that was appointed to do it, made some excuse or other for themselves. Notwithstanding, in the end they made one Timolaus to take the matter upon him, who was his familiar friend, and also his host. And yet the same Timolaus when he came unto Megalopolis, and was lodged and entertained in Philopoemen's house, did so much reverence him for his wise talk and conversation, for his moderate diet, and just dealing with all men: that he saw there was no likely possibility to corrupt him with money, so as he durst not once open his mouth to speak to him of the present he had brought him, but found some other occasion to excuse the cause of his coming unto him.

And being sent unto him again the second time, he did even as much as at the first time. And making a third proof, he ventured at the last to open the matter unto him, and told him the good will the city of Sparta did bear him. Philopoemen became a glad man to hear it: and when he had heard all he had to say to him, he went himself unto the city of Sparta. There he declared unto the council, that it was not honest men, and their good friends, they should seek to win and corrupt with money, considering they might command their virtue upon any occasion, without cost unto them: but that they should seek to bribe naughty men with money, and such as by seditious orations in council did mutiny, and put a whole city in uproar: to the end that having their mouths stopped with gifts, they should trouble them the less in the commonwealth. For, said he, it is more necessary to stop your enemies' mouths, and to sew up their lips from liberty of speaking: than it is to keep your friends from it. So noble a man was Philopoemen against all covetousness of money.

Narration and Discussion

How did Philopoemen manage to bring Sparta into the Achaian League? And why did he do this?

What was the difficulty in giving Philopoemen a thank-you gift (or a gesture-of-good-will gift) from the Spartans?

What was Philopoemen's advice about gifts/bribes?

What does the Bible say about bribes? (Check the book of Proverbs.)

Lesson Ten


We know that Philopoemen was admired for his integrity and for his military leadership. But in this passage, first, he showed good judgment and restraint, and managed to handle Sparta during a dispute--even flouting Titus Flamininus. Second (later), he treated the Spartans brutally, took many of them to Achaia, ruined their laws and government, and generally tried to break them into submission. They submitted, but turned to Rome for help as soon as they could. Third, during Philopoemen's next period out of office, he kept saying what he would do if he was in charge (sounding more than a little like sour grapes). Fourth, he went against a motion to send the Spartans home, but didn't carry it out until he was general again--so that he got the credit for a good action.


      puissant: powerful
      but then rather to dissemble it, and not to seem to bear any fault whatsoever they did: Dryden translates this "to keep a watchful eye over them, and dissembling, and putting up with any less important grievances." To dissemble is to conceal one's true motives, feelings, or beliefs. Philopoemen didn't want Diophanes to do anything hot-headed that would put Achaia at risk of invasion by the other powers.
      seditions: treasonous plots
      a goodly fair walk: a colonnade
      to put their heads in the collar: to be humble and submissive
      in the cellars and tippling houses: in the drinking places
      choler: anger


Part One

Shortly after, the Lacedaemonians beginning to stir again, Diophanes (who was then general of the Achaians) being advertised of it, began to prepare to punish them. The Lacedaemonians on the other side preparing for the wars, did set all the country of Peloponnesus in arms. Hereupon Philopoemen sought to pacify Diophanes' anger, declaring unto him, that King Antiochus, and the Romans, being at wars together at that present time, and they both having puissant armies one against another in the midst of Greece: it was meet for a good general and wise governor, to have an eye to their doings, to be careful of the same, and to beware that he did not trouble or alter any thing within his country at that instant, but then rather to dissemble it, and not to seem to bear any fault whatsoever [the Spartans] did. Diophanes would not be persuaded, but entered the territories of Lacedaemon with Quintius Flamininus with him: and together marched directly towards the city of Sparta.

Philopoemen was so mad with their doings, that he took upon him an enterprise not very lawful, nor altogether noble; nevertheless, his attempt proceeded of a noble mind, and great courage. For he got into the city of Sparta, and being but a private person, kept out the general of the Achaians, and the Consul of the Romans from entering the city: and when he had pacified all troubles and seditions in the same, he delivered it up again as it was before, into the hands of the communality of the Achaians.

Part Two

Nevertheless, himself being afterwards general of the Achaians, [upon some new misdemeanour of the Lacedaemonians, he] did compel the Lacedaemonians to receive those home again whom they had banished for certain faults, and did put fourscore natural born citizens of Sparta unto death, as Polybius writeth. Or three hundred and fifty, as Aristocrates, another historiographer, reciteth.

Then he pulled down the walls of the city, and razed them to the ground, and took away the most part of their territories, and gave them to the Megalopolitans. All those whom the tyrants had made free denizens [citizens] of Sparta, he compelled them to depart the country of Lacedaemon, and forced them to dwell in Achaia, three thousand only excepted, who would not obey his commandment: all those he sold for slaves, and with the money he made of them (to spite them the more) he built a goodly fair walk within the city of Megalopolis.

Yet furthermore, to do the Lacedaemonians all the mischief he could, and as it were, to tread them under the feet in their most grievous misery: he did a most cruel and unjust act toward them. For he compelled them to leave the discipline and manner of education of their children, which Lycurgus had of old time instituted: and made them to follow the manner the Achaians used, in lieu of their old grounded custom, because he saw they would never be humble minded, so long as they kept Lycurgus' order and institution. Thus were they driven to put their heads in the collar, by the miserable mishap that befell them: and in all despite, to suffer Philopoemen in this manner to cut asunder (as it were) the sinews of their commonwealth.

But afterwards they made suit to the Romans, that they might be suffered to enjoy their ancient discipline [of education] again, which being granted them, they straight left the manner of the Achaians, and did set up again as much as was possible (after so great misery and corruption of their manners) their old ancient customs and orders of their country.

Part Three

Now about the time the wars began in Greece, between the Romans and King Antiochus, Philopoemen was then a private man, and without any authority. He seeing that King Antiochus lay still in the city of Chalcis, and did nothing but feast and love, and had married a young maid far unmeet for his years: and perceiving that his Syrian soldiers wandered up and down the towns in great disorder, playing many lewd parts without guide of captains: he was very sorry he was not at that time general of the Achaians, and told the Romans, that he envied their victory, having wars with enemies that were so easily to be overcome. For [he said] if fortune favoured me that I were general of the Achaians at this present, I would have killed them every man in the cellars and tippling houses.

Now when the Romans had overcome Antiochus, they began to have surer footing in Greece: and to compass in the Achaians of all sides, and specially by reason the heads and governors of the cities about them did yield to the Romans, to win their favour. And now their greatness grew in haste, by the favour of the gods, so as they were become the monarch of the whole world, who brought them now to the end that fortune had determined. Philopoemen in the meantime did like a good pilot, bare hard against the billows and roughness of their waves: and though for the time he was forced to give place, and to let things pass, yet for all that he was against the Romans, and did withstand them in the most part of their proceedings, by seeking ever to defend the liberty of those, who by their eloquence and well doing carried great authority among the Achaians. And when Aristaenetus Megalopolitan, (a man of great authority among the Achaians, and one that ever bare great devotion to the Romans) [said] in open Senate among the Achaians, that they should deny the Romans nothing, nor shew themselves unthankful to them: Philopoemen hearing what he [said], held his peace awhile, and suffered him to speak (though it boiled in his heart, he was so angry with him) and in the end, breaking all patience, and as one overcome with choler, he [said]: O Aristaenetus, why have you such haste to see the unfortunate end of Greece?

Part Four

Another time, when Manius, consul of Rome (after he had conquered king Antiochus) did make request to the council of the Achaians, that such as were banished from Lacedaemon, might return home into their country again, and that Titus Quintius Flamininus also did earnestly entreat them: Philopoemen was against it, not from any hatred he bare unto the banished men, but because he would have done it by his own mean[s], and the only grace of the Achaians, to the end they should not be behold[en] for so good a turn, neither unto Titus, nor yet to the Romans.

Afterwards he himself, being general of the Achaians, did restore them wholly to their own again. Thus was Philopoemen sometime, a little too bold and quarrellous, by reason of his great stomach: and specially when any man of authority sought for to have things. [This rather curious sentence is translated by Dryden as "So impatient was his spirit of any subjection and so prone his nature to contest everything with men in power." Not sure where the stomach went.]

Narration and Discussion

Are there limits even on what a good man can do without being tempted?

Consider the saying "power corrupts." Up until this time, it seems that was exactly what Philopoemen couldn't be--corrupted. He wouldn't take a bribe and never thought much of personal pleasures. But to the Spartans he now showed cruelty and intolerance; when he was out of office, he showed a "bad attitude." He also delayed doing a good action until it was to his own advantage. Is all this inconsistent with what we know of Philopoemen?

Did Philopoemen really put his country first?

Lesson Eleven


General Philopoemen, at seventy years old, wanted to end his years quietly, but couldn't seem to retire. When he heard of a chance to defeat an old enemy, he charged ahead--not suspecting that this would be his last battle.


      surceased: ceased
      had withdrawn the city of Messina from the devotion of the Achaians: had induced Messina to revolt from the Achaians
      ague: chills (and fever)
      environed: surrounded
      he had spurred him that he was all of a gore blood: he had spurred his horse so much that it was bleeding
      that did not let him: that did not hinder or stop him
      gibbet: gallows


Lastly, being three score and ten years of age, he was the eighth time chosen general of the Achaians, and hoped well, not only to pass the year of his charge in peace and quietness, but also all the rest of his life without any stir of new wars, he saw the affairs of Greece take so good success. For like as the force and strength of sickness declineth, as the natural strength of the sickly body impaireth: so through all the cities and people of Greece, envy of quarrel and wars surceased, as their power diminished. Nevertheless, in the end of his year's government, the gods divine (who justly punish all insolent words and deeds) threw him to the ground, as they suffer a rider unfortunately to take a fall off his horse, being come almost to the end of his career. For they write, that he being in a place on a time amongst good company, where one was marvellously praised for a good captain, said unto them: Why, masters, can ye commend him that was contented to be taken prisoner alive of his enemies?

Shortly after came news that Dinocrates Messenian (a private enemy of Philopoemen for certain controversies past between them, and a man generally hated besides, of all honourable and virtuous men, for his licentious wicked life) had withdrawn the city of Messina from the devotion of the Achaians: and moreover that he came with an army to take a town called Colonide. Philopoemen was at that time in the city of Argos, sick of an ague, and yet hearing these news, took his journey toward Megalopolis, making all the haste he could possible, so that he came above four hundred furlongs that day. Straight he departed thence toward Messina, and tarried not, but took with him a company of men at arms of the lustiest and wealthiest Megalopolitans: who were all young noble men of the city, and willingly offered themselves to go with him for the goodwill they bare him, and for the desire they had to follow his valiantness.

Thus went they on their way towards the city of Messina, and marched so long, that they came near unto the hill of Evander, where they met with Dinocrates Mons and his company, and gave so fierce an onset on them, that they made them all turn tail: howbeit in the meanwhile, there came a relief of five hundred men to Dinocrates, which he had left to keep the country of Messina. The flying men that were scattered here and there, seeing this supply, gathered themselves again together, and shewed upon the hills. Philopoemen fearing to be environed, and being desirous to bring his men safe home again, who most of love had followed him: began to march away through narrow bushy places, himself being in the rearward, and turned oftentimes upon his enemies, and skirmished with them, only to drive them away from following of the rest of his company, and not a man that durst once set upon him: for they did but cry out aloof, and wheel as it were about him. Howbeit Philopoemen sundry times venturing far from his company, to give these young noble men leisure to save themselves one after another: took no heed to himself that he was alone, environed on every side with a great number of enemies. Notwithstanding, of all his enemies there was not a man that durst come to hand strokes with him, but still slinging and shooting at him afar off, they drave him in the end amongst stony places between hewn rocks, where he had much ado to guide his horse, although he had spurred him that he was all of a gore blood. And as for his age, that did not let him but he might have saved himself, for he was strong and lusty by the continual exercise he took: but by cursed hap, his body being weak with sickness, and weary with the long journey he had made that day, he found himself very heavy and ill disposed, that his horse stumbling with him, threw him to the ground. His fall was very great, and bruised all his head, that he lay for dead in the place a great while, and never stirred nor spake: so that his enemies thinking he had been dead, came to turn his body to strip him. But when they saw him lift up his head and open his eyes, then many of them fell all at once upon him, and took him, and bound both his hands behind him, and did all the villainy and mischief they could unto him, and such, as one would little have thought Dinocrates would have used in that sort, or that he could have had such an ill thought towards him.

So, they that tarried behind in the city of Messina, were marvellous glad when they heard these news, and ran all to the gates of the city to see him brought in. When they saw him thus shamefully bound, and pinioned, against the dignity of so many honours as he had received, and of so many triumphs and victories as he had passed: the most part of them wept for pity, to consider the mishap and ill fortune of man's nature, where there is so little certainty, as in manner it is nothing. Then began there some courteous speech to run in the mouths of the people by little and little, that they should remember the great good he had done unto them in times past, and the liberty he had restored them unto, when he expulsed the tyrant Nabis out of Messina.

But there were other again (howbeit very few) that to please Dinocrates, said they should hang him on a gibbet, and put him to death as a dangerous enemy, and that [he] would never forgive [a] man that had once offended him: and the rather, because he would be more terrible to Dinocrates, than ever he was before, if he escaped his hands, receiving such open shame by him. Nevertheless, in the end they carried him into a certain dungeon under the ground, called the treasury, (which had neither light nor air at all into it, nor door, nor half-door, but a great stone rolled on the mouth of the dungeon) and so they did let him down the same, and stopped the hole again with the stone, and watched it with armed men for to keep him.

Now when these young noble Achaian horsemen had fled upon the spur a great way from the enemy, they remembered themselves, and looked round about for Philopoemen: and finding him not in sight, they supposed straight he had been slain. Thereupon they stayed a great while, and called for him by name, and perceiving he answered not, they began to say among themselves, they were beasts and cowards to flee in that sort: and how they were dishonoured for ever to have forsaken their captain, to save themselves, who had not spared his own life, to deliver them from danger. Hereupon riding on their way, and enquiring still for him: they were in the end advertised how he was taken. And then they went and carried those news through all the towns and cities of Achaia, which were very sorry for him, and took it as a sign of great ill fortune toward them. Whereupon they agreed to send ambassadors forthwith to the Messenians, to demand him: and in the meantime every man should prepare to arm themselves, to go thither, and get him either by force or love.

Narration and Discussion

Discuss Philopoemen's comment in the first paragraph. How was it prophetic?

Show how Philopoemen remained a good general to the end.

Lesson Twelve


The death of Philopoemen seemed to the Achaians "the loss of their own greatness," in more ways than one.

Who was Lycortas?

Besides being a friend of Philopoemen, he was also the father of the historian Polybius.


      When the Achaians had thus sent: When they made their intentions known
      hangman: executioner
      make themselves away: kill themselves
      gibbet: gallows
      listed: desired, chose
      his convoy: his funeral procession


When the Achaians had thus sent, Dinocrates feared nothing so much, as that delay of time might save Philopoemen's life: wherefore to prevent it, as soon as night came, and that the people were at rest, he straight caused the stone to be rolled from the mouth of the dungeon, and willed the hangman to be let down to Philopoemen with a cup of poison to offer him, who was commanded also not to go from him, until he had drunk it.

When the hangman was come down, he found Philopoemen laid on the ground upon a little cloak, having no list to sleep, he was so grievously troubled in his mind. Who when he saw light, and the man standing by him, holding a cup in his hand with this poison, he sat upright upon his couch, howbeit with great pain he was so weak: and taking the cup in his hand, asked the hangman if he heard any news of the horsemen that came with him, and specially of Lycortas. The hangman made him answer, that the most of them were saved. Then he [Philopoemen] cast his hands a little over his head, and looking merely on him he [said]: It is well, seeing we are not all unfortunate.

Therewith speaking no more words, nor making other ado, he drank up all the poison, and laid him down as before. So nature strave not much withal, his body being brought so low, and thereupon the poison wrought his effect, and rid him straight out of his pain.

The news of his death ran presently through all Achaia, which generaly from high to low was lamented. Whereupon all the Achaian youth and councillors of their cities and towns, assembled themselves in the city of Megalopolis, where they all agreed without delay to revenge his death. They made Lycortas their General, under whose conduct they invaded the Messenians, with force and violence, putting all to the fire and sword: so as the Messenians were so feared with this merciless fury, that they yielded themselves, and wholly consented to receive the Achaians into their city. But Dinocrates would not give them leisure to execute him by justice, for he killed himself: and so did all the rest make themselves away, who gave advice that Philopoemen should be put to death. But those that would have had Philopoemen hanged on a gibbet, Lycortas caused them to be taken, which afterwards were put to death with all kind of torments. That done, they burnt Philopoemen's body, and did put his ashes into a pot.

Then they [the Achaians] straight departed from Messina, not in disorder, one upon another's neck as every man listed: but in such an order and [ar]ray, that in the midst of these funerals they did make a triumph of victory. For the soldiers were all crowned with garlands of laurel in token of victory; notwithstanding, the tears ran down their cheeks in token of sorrow, and they led their enemies prisoners, shackled and chained. The funeral pot in the which were Philopoemen's ashes, was so covered with garlands of flowers, nosegays, and laces, that it could scant be seen or discerned, and was carried by one Polybius a young man, the son of Lycortas, that was general at that time to the Achaians: about whom there marched all the noblest and chiefest of the Achaians, and after them also followed all the soldiers armed, and their horses very well furnished. The rest, they were not so sorrowful in their countenance, as they are commonly which have great cause of sorrow: nor yet so joyful, as those that came conquerors from so great a victory. Those of the cities, towns, and villages in their way as they past, came and presented themselves unto them, to touch the funeral pot of his ashes, even as they were wont to take him by the hand, and to make much of him when he was returned from the wars: and did accompany his convoy unto the city of Megalopolis. At the gates whereof, were old men, women, and children, which thrusting themselves amongst the soldiers, did renew the tears, sorrows, and lamentations of all the miserable and unfortunate city: who took it that they had lost with their citizen, the first and chiefest place of honour among the Achaians. So he was buried very honourably as appertained unto him: and the other prisoners of Messina, were all stoned to death, about his sepulchre. All the other cities of Achaia, besides many other honours they did unto him, did set up statues, and as like to him, as could be counterfeited.

Afterwards in the unfortunate time of Greece, when the city of Corinth was burnt and destroyed by the Romans, there was a malicious Roman that did what he could to have the same pulled down again, by burdening and accusing Philopoemen (as if he had been alive) that he was always enemy to the Romans, and envied much their prosperity and victories. But after Polybius had answered him: neither the Consul Mummius, nor his counsellors, nor lieutenants, would suffer them to deface and take away the honours done in memory of so famous and worthy a man, although he had many ways done much hurt unto Titus Quintius Flamininus, and unto Manius. So, these good men then made a difference between duty and profit: and did think honesty and profit two distinct things, and so separated one from the other, according to reason and justice. Moreover they were persuaded, that like as men receive courtesy and goodnes of any, so are they bound to requite them again, with kindness and duty. And as men use to acknowledge the same: even so ought men to honour and reverence virtue. And thus much for the life of Philopoemen.

Narration and Discussion

Discuss Philopoemen's last words. How was his attitude at the end consistent with the rest of his life?

How did the people of Megalopolis react to his death? How did Philopoemen's death symbolize the end of an era?

For further study:

The writings of Polybius about this time are very interesting and add a different perspective to what Plutarch has to say (he explains more about the Roman presence in Greece, for one thing.) You can find them online.

Possible exam question or written assignment: You are the historian Polybius answering the Romans: why should Philopoemen's monuments remain?