Plutarch's Life of Philopoemen

Text taken from Thomas North and/or John Dryden
Study Guide by Anne White

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Philopoemen (253-183 B.C.)

Study Notes prepared for the AmblesideOnline Curriculum by Anne White, revised 2021.


These notes, and the accompanying text, are prepared for the use of individual students and small groups following a twelve-week term.

The text is a free mixture of Thomas North's 1579 translation of Plutarch's Lives of the Noble Greeks and Romans and John Dryden's 1683 translation. (Dryden for clarity, North for character.) Omissions have been made for length and suitability for the intended age group.

Those using audio versions or other translations may want to preview those editions for similar "necessary omissions."

Using the Lesson Material

Each study contains explanatory material before the first lesson. A little at the beginning may be useful to stir interest in the study, but it is not meant to be given all in one dose! I encourage you to make the lessons your own. Use the questions that are the most meaningful to you.

Some lessons are divided into two or three sections. These can be read all at once or used throughout the week.

Examination Questions

This study includes possible questions for end-of-term examinations and are drawn from original P.N.E.U. programmes.

Philopoemen (253-183 B.C.)

Like many of Plutarch's subjects, Philopoemen was both a military general and a government leader. He was repeatedly named strategos over the Achaeans: a high position which combined both of those things. Philopoemen's Life is set against the background of a changing world, one in which the Roman Republic was rapidly becoming the largest and most powerful state. Rome had been pummeled by longtime enemy Carthage; but power shifted at the Battle of Zama in 202 B.C. (see Lesson Four), which not only marked the end of the Second Punic War, but greatly boosted its status and strength. There was not much chance for the Greek city-states to hold out against Rome, even if they could put their own quarrels aside and fight together. However, there was still a need for strong leaders who could bring the citizens through such times with less trouble rather than more; and Philopoemen was one of these.

Note on spelling: There are at least two English spellings: Philopoemen, and Philopoemon, or even Philopoimen. This can be helpful for online searches.

Who was Titus Quintius Flamininus?

Titus Quintius (or Quinctius) Flamininus lived from about 228 to 174 B.C., making him about twenty-five years younger than Philopoemen. He was one of the top Roman statesmen and generals of his time, holding much the same position in the Roman Republic as Philopoemen did in the Achaean League.

Geography Notes

The region of Arcadia is in the Peloponnese (sometimes Peloponnesus)--the southern part of Greece that looks almost like a large island. Philopoemen's home was Megalopolis, which means "big city," similar to "Metropolis." Megalopolis, founded in 371 B.C., was indeed "the big city" of mostly-rural Arcadia. It boasted, for example, a theater that could hold 20,000 people.

Achaea was a territory on the northern coast of the Peloponnese. The Achaean League was an alliance of Greek city-states in that region.

Macedon (or Macedonia) had been a powerful kingdom to the north of Greece. By this time in history, it was involved in the Macedonian Wars against Rome, which lasted from 214 B.C. until its defeat in 148 B.C. During Philopoemen's lifetime, it was ruled by several kings of the Antigonid Dynasty, including Antigonus III (also called Antigonus Doson), Philip V, and Perseus, the last king of Macedon.

Sparta, or Lacedaemon, was another city-state in the Peloponnese, known for its military culture, and enemy to the Achaeans during a war from 229-222 B.C. (the Spartan troops were led by Cleomenes III, and the Achaean forces by Aratus of Sicyon). That war was ended by the Achaean victory at the Battle of Sellasia (Lesson Three).

During the Punic Wars between Rome and Carthage, Sparta was an ally of Rome. After the defeat of its later ruler Nabis (Lesson Eight), Sparta was forced to join the Achaean League; but since it was not involved in the final struggle against Rome, it was made a "free city" (though under Roman rule). It became a tourist attraction for Romans who wanted to experience the "exotic" Spartan lifestyle.

Who was Philip of Macedon?

Students may be familiar with Philip II, father of Alexander the Great, who ruled from 359 BC until his assassination in 336 BC. The King Philip in this story is Philip V, father of Perseus (featured in Plutarch's Life of Aemilius Paulus). He ruled from 221 to 179 BC.

Top Vocabulary Terms in The Life of Philopoemen

1. consul: one of the highest elected offices in ancient Rome. Two consuls were usually elected each year, and they held both civic and military responsibilities (if there was a war, they would act as generals). Although this is not a story about Rome, the word "consul" comes up several times in reference to leaders such as Titus Quintius Flamininus. (A difference between the Achaean strategos and the Roman consul was that the Achaeans did not choose a strategos every year; they seem to have elected them only when there was need of it.)

2. diverse: can mean either multiple, or different, separate. It is occasionally used without the final "e," such as in the phrase "Divers advised him to retreat," in which case "divers" means "various people."

3. martial: military

4. mercenary: working strictly for pay, i.e. as a hired soldier, particularly from another country. The word can be either an adjective or a noun ("The army was made up mostly of mercenaries").

5. sedition, seditions: treasonous plots; rebellions. Those who plot such things are seditious.

6. succour: aid, help

7. tillage: farming, especially small farms

8. valiantness: virtue shown by courage and bravery. Is "valiantness" a word? Today we might prefer the word valour (or valor, in American spelling). However, valiantness is still accepted by dictionaries.

Lesson One


Philopoemen was brought up and educated by his father's friend Cassander, and by two other excellent tutors. Plutarch's list of the tutors' other achievements is not important for our purposes (although it does show their strong political beliefs); 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.


moulded to lofty and noble inclinations: educated for great things

to grow to man's estate: to grow past the childhood years

took him into their government: took over his education

Academic philosophy: The Academy was the school of higher learning in Athens, established by Plato in 387 B.C. Philosophy, in the ancient world, included many areas of study, including "natural philosophy" (what we would call science).

civil dissension and factions: internal battles and power struggles

he had no ill face: he was not particularly ugly or displeasing to look at, contrary to stories that had apparently been circulated about him

his whole image: his statue

hew: chop


Cassander: Some sources say he was named Cleander.

Achilles, Phoenix: refers to The Iliad

Ecdemus, Demophanes: philosophers known for their political activism against tyrants

Arcesilaus: an Athenian philosopher

Aristodemus: "Aristodemus the Good," a ruler in Megalopolis

Aratus: The Achaean general Aratus of Sicyon

Nicocles: see Historic Occasions

Titus Quintius Flamininus: see introductory notes

Historic Occasions

280: Founding of the Achaean League

264-241 B.C.: First Punic War (between Rome and Carthage)

253 B.C.: Birth of Philopoemen

252 B.C.: Assassination of the tyrant Aristodemus by Ecdemus and Demophanes, who would become Philopoemen's teachers

251 B.C.: Another tyrant, Nicocles, was expelled from the neighbouring city of Sicyon

On the Map

[See also the introductory notes for this study]

Sicyon: a city-state in the northern Peloponnese

Cyrene (Cyrenians): a city in northern Africa (now part of Libya)


Part One

In the city of Mantineia, there was a citizen in old times 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 bore unto Craugis, Philopoemen's father, a rare man, and nobly given in all things, and one that loved him also very well. When Craugis died, he repaid the father's hospitable kindness in the care of the orphan son; by which means Philopoemen was educated by him, as Homer says Achilles was by Phoenix; and from his infancy he was moulded to lofty and noble inclinations.

Afterwards, when he came to grow to man's estate, Ecdemus and Demophanes, both Megalipolitans, took him into their government. They had been scholars in the Academic philosophy, and friends to Arcesilaus; and they 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 Nicocles out of Sicyon. At the request of the Cyrenians, that were troubled with civil dissension and factions among them, they went unto Cyrene, where they did reform the state of the commonwealth, and established 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 wonderfully, as the last valiant man she brought forth in her old age, after so many great and famous ancient captains: and, as his glory grew, increased his power. And one of the Romans, to praise him the more, calls him "the last of the Greeks": as if after him, Greece never brought forth any worthy person deserving the name of a Greek.

Part Two

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. The mistake of the hostess of Megara was occasioned, it would seem, merely by his easiness of temper and his plain manners. For she, understanding that the general of the Achaeans was coming to her house in the absence of her husband, was all in a hurry about providing his supper. Philopoemen, in an ordinary cloak, arriving in this point of time, she took him for one of his own train who had been sent on before, and bade him lend her his hand in the kitchen. He straight cast off his cloak, and began to fall to hew wood. The husband returning, and seeing him at it, "What," says he, "may this mean, O Philopoemen?" "I am," replied he, in his Doric dialect, "paying the penalty of my ugly looks."

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.

Narration and Discussion

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

Creative narration: Write or act out a conversation between Philopoemen's tutors, perhaps long after their job was completed. This could also be done as an interview. What would they remember about the "good old days," and about Philopoemen as a young man?

For further thought: Philopoemen was educated by some of the best statesmen, philosophers and theologians. How can we also enjoy such an education?

Lesson Two


Everything Philopoemen did was focused on one aim: being a great general. (Some might add a second: being a great Greek.) The books Philopoemen read, the outdoor work he did, the way he spent his time--all were aimed only at his long-term plan. Although Philopoemen was a talented wrestler, he decided that even athletic training conflicted with his long-term goal, so he gave that up as well. Was the sacrifice worth it?


not unalloyed with: not free from

to enterprise anything: to try or dare anything

incorruptible integrity: unshakeable character; moral uprightness

contentious: quarrelsome

vaulting: leaping

disposition: qualities of mind and character; temperament

specially touching life and limb: when it came to physical matters

plight: condition

taking their ease: relaxing, resting

pillage and plunder: raids for the purpose of looting

twenty furlongs: A furlong is an eighth of a mile, so that would be two and a half miles (about 4 km).

slightly, by way of diversion: just for fun

histories of Alexander's campaigns: descriptions of the battles of Alexander the Great

put the theorems to practical proof on the ground itself: try them out in real-life situations

peradventure: perhaps


Epaminondas: a Theban general and statesman of the 4th century B.C.

On the Map

Lacedaemon (Lacedaemonians): another name for Sparta; see introductory notes


Part One

The love of honour and distinction was, in his character, not unalloyed with feelings of personal rivalry and resentment. He made Epaminondas his great example, and came not far behind him in his hardiness to enterprise anything, his wisdom to execute all great matters, and his incorruptible integrity also; but his hot, contentious temper continually carried him out of the bounds of that gentleness, composure, and humanity which had marked 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. But he would first be satisfied whether it would not interfere with his becoming a good soldier. 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 apt to spoil all by every little excess or breach of their usual method. Where soldiers, contrariwise, are used to all change, and diversity of life; and are specially 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 means he could to put down all wrestling, and such kind of exercise, which made men's bodies, otherwise excellently fit for war, to be utterly useless and unable to fight on necessary occasions.

Part Two

When he first left his book and schoolmasters, and began to bear arms in invasions which the Mantineians used to make upon the Lacedaemonians, for pillage and plunder, he would always march out the first and return the last. When there was nothing to do, he sought to harden his body, and make it strong and active by hunting, or labouring in his grounds. He had a good estate about twenty furlongs from the town, and thither he would go every day after dinner and supper; and when night came, throw himself upon the first mattress in his way, and there sleep as one of the labourers. At break of day he would rise with the rest, and work either in the vineyard or at the plough; and then he sometimes returned again to the city, and followed matters of the commonwealth, with his friends and other officers of the same. Whatever money he could spare and get in the wars, he spent it in buying of goodly horses, in making of fair armours, or paying to ransom captives that were taken prisoners in the wars; but he endeavoured to improve his own property the justest way, by tillage; and this not slightly, by way of diversion, but thinking it his strict duty so to manage his own fortune, as to be out of the temptation of wronging others.

He spent much time on eloquence and philosophy; but selected his authors, and cared only for those by whom he might profit in virtue. In Homer's works his attention was given to whatever he thought apt to raise the courage. Of all other books he was most devoted to the commentaries of Evangelus on military tactics, and also took delight, at leisure hours, in the histories of Alexander's campaigns; thinking that such reading, unless undertaken for mere amusement and idle conversation, was to the purpose for action. Even in speculations on military subjects, it was his habit to neglect maps and diagrams, and to put the theorems to practical proof on the ground itself. He would be exercising his thoughts and considering as he travelled, and arguing with those about him of the difficulties of steep or broken ground, what might happen at rivers, ditches, or mountain passes, in marching in close or in open, in this or in that particular form of battle.

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 largest field and the 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

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?"

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

Philopoemen wanted to be a soldier most of all; so why did he take his farming so seriously?

For further thought or debate: "He spent much time on eloquence and philosophy; but selected his authors, and cared only for those by whom he might profit in virtue." Is this a good way to choose one's reading? Which books or authors would be on your list?

Lesson Three


The year was 222 B.C., and Philopoemen was about thirty 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 so ordered, he had to admit that Philopoemen "did like an experienced commander."


seized the marketplace: took control of the public square

made Cleomenes still wait upon him: Dryden translates this "amused Cleomenes," meaning he kept him busy while the others escaped

he came off himself: he managed to get away himself

checked them: stopped them

a great spoil: a great deal of treasure

passages: entry points to the region (such as mountain passes)

severed: separated

in convulsion: in confusion and chaos

thonged javelin: a dart or spear having a leather strap in its middle, which apparently allowed it to be thrown more accurately. There is a 19th-century sculpture you might want to look at, of Philopoemen pulling out the javelin (Warning: he is not wearing much clothing.)

mortal: fatal

it spited him to the guts: it made him extremely angry

he would so fain: he wanted so much

truncheon: usually means stick or club, but in this context, the truncheons were the two halves of the spear

to try them: to test them; to investigate what had happened


Cleomenes: Cleomenes III of Sparta, one of the subjects of Plutarch's Agis and Cleomenes

King Antigonus: Antigonus III Doson, king of Macedon from 229-221 B.C. He had begun as regent to the young king Philip V, but was then made king in his own right.

Eucleidas: brother and co-ruler with Cleomenes; he was killed in this battle

Historic Occasions

229-218 B.C.: Illyrian Wars, which are too complicated to describe here, but which increased the influence of Rome on Greek affairs

228 B.C.: Birth of Titus Flamininus

Summer 222 B.C.: Battle of Sellasia, at which invading Spartans were repelled by allied Macedonian and Achaean forces.

Special History Note about Spartan Kings

Without trying to make things too complicated, or to take the story away from Philopoemen, it's still useful to mention the tangle of dynasties that existed in Sparta.

Sparta, for many years, had a "dual monarchy": two kings at a time, from two different families, the Agiads and the Eurypontids. Cleomenes III was exiled after the Battle of Sellasia, and his co-monarch Eucleidas (who happened to be his brother, because the two-family rule was sometimes bent) was killed in the battle. When Cleomenes died in 219 B.C., Agesipolis III (another Agiad) took over the throne, but he was deposed by Lycurgus (a Eurypontid) in 215. Lycurgus ruled alone until his death in 210, and was then succeeded by his son Pelops.

And this is where things got interesting. Pelops was too young to rule alone, so Machanidas was installed as his regent, or substitute ruler; however, he died at the Battle of Machineia in 207 (Lesson Six). Nabis (Lesson Seven), the next regent for Pelops, took over as king after Pelops' death in 206, and was lucky enough to remain on the throne until 192. After Nabis there was only one more Spartan king, named Laconicus. In 192 the government of Sparta was taken over by the Achaean League.

On the Map

Messene: a city-state in the Peloponnese

hills of Sellasia: Sellasia was a village located on the Spartan border, 6.2 miles (10 km) north of the city

Illyria (Illyrians): a region in the south of Europe


Part One

When Philopoemen was come to thirty years of age, Cleomenes, king of Lacedaemon, surprised Megalopolis by night, forced the guards, broke in, and seized the marketplace. Philopoemen came out upon the alarm, and fought with desperate courage, but could not beat the enemy out again; yet he succeeded in effecting the escape of the citizens, who got away while he made head against the pursuers, and made Cleomenes still wait upon him; till, after losing his horse and receiving several wounds, with much ado he came off himself, being the last man in this retreat.

The Megalopolitans escaped to Messene, whither Cleomenes sent to offer them their towns and goods again. Philopoemen, perceiving them to be only too glad at the news, and eager to return, checked them with a speech, in which he made them sensible that what Cleomenes called restoring the city was, rather, possessing himself of the citizens, and through their means securing also the city for the future. The mere solitude would, of itself, ere long force him away, since there was no staying to guard empty houses and naked walls. These reasons withheld the Megalopolitans; but 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.

Part Two

Afterwards, when King Antigonus was come to aid the Achaeans, they marched with their united forces against Cleomenes; who, having seized the passages, lay advantageously posted on the hills of Sellasia. Antigonus drew up close by him, with a resolution to force him in his strength. Philopoemen, with his citizens, was that day placed among the horsemen, next to the Illyrian foot soldiers. Their orders were to keep their ground, and not engage till, from the other wing, where the king fought in person, they should see a red coat lifted up on the point of a spear. The Achaeans obeyed their order and stood fast, but the Illyrians were led on by their commanders to the attack.

Eucleidas, Cleomenes' brother, perceiving thus their enemies' footmen were severed from their horsemen, detached the best of his light-armed men, commanding them to wheel about, and charge the unprotected Illyrians in the rear. This charge putting things in convulsion, Philopoemen, considering those light-armed men would be easily repelled, went to tell the king's captains of it, that led his men of arms. But they not minding what he said, but slighting him as a hare-brained fellow (as indeed he was not yet of any repute sufficient to give credit to a proposal of such importance), he charged with his own citizens.

And at his first coming, he so troubled these light armed-men, that he made them fly, and slew a number of them. Then, to encourage the king's army further to bring them all upon the enemy while they were thus troubled and out of order: he left his horse, and marched afoot uphill and downhill, in rough and stony ways, full of watercourses and hollows. As he was fighting with extreme difficulty in his heavy horseman's dress, he had both his thighs struck through with a thonged javelin. It was thrown with great force, so that the head came out on the other side, and made a severe, though not a mortal, wound. There he stood awhile, as if he had been shackled, unable to move. The fastening which joined the thong to the javelin made it difficult to get it drawn out, nor would any about him venture to do it.

Philopoemen, seeing the fight terrible on either side, and that it 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.

Antigonus, after the victory, asked the Macedonians, to try them, how it happened the horse had charged without orders before the signal. They answering that they were against their wills forced to it by a young man of Megalopolis, who had fallen in before his time: "That young man," replied Antigonus, smiling, "did like an experienced commander."

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?

Creative narration: Students with a flair for the dramatic may enjoy acting out the scene with Philopoemen and the javelin.

Lesson Four


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


marvellously entreated: begged

sober and temperate: serious and having self-discipline

commander of the horse: head of the cavalry

winked at this: pretended not to notice, let them get away with it

to serve on horseback: to be a member of the cavalry, even if one did very little "serving"

gratify or molest: reward or punish

agile: nimble; able to move quickly and easily

In the great battle which they fought. . . : See Historic Occasions

Historic Occasions

221-210 B.C.: Philopoemen was a mercenary commander in Crete

214 B.C.: First Macedonian War began

210 B.C.: Philopoemen returned to mainland Greece and was made commander of the cavalry in the Achaean League

210 B.C.: Philopoemen fought Damophantus (First Macedonian War)

On the Map

Crete: largest of the Greek islands, 99 miles (160 km) south of the mainland.


Part One

This exploit, together with Antigonus' testimony, gave great reputation unto Philopoemen, as we may easily imagine. King Antigonus marvellously entreated him to serve with him, and offered him very advantageous conditions, both as to command and pay. But Philopoemen refused his offer, chiefly because he knew his own nature, that he could hardly abide to be commanded by any. Yet not enduring to live idly, and hearing of wars in Crete, "to keep himself in practice" he passed over thither. He spent some time among those very warlike (and, at the same time, sober and temperate) men, improving much by experience in all sorts of service; and then returned with so much fame that the Achaeans presently chose him commander of the horse.

Part Two

So when he entered into his charge, he found many horsemen very ill horsed, upon such common horses as might be gotten cheapest; and they used not to go themselves in person to the wars, but did send others in their stead, and stayed at home: and to be short, they neither had hearts, nor experience of the wars. Their former commanders winked at this, because, it being an honour among the Achaeans to serve on horseback, these men had great power in the commonwealth, and were able to gratify or molest whom they pleased.

Philopoemen, finding them in this condition, yielded not to any such considerations, nor would pass it over as formerly; but went himself from town to town, 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 then by public exercises, reviews, and contests in the presence of numerous spectators, in a little time he made them wonderfully strong and bold, and, which is reckoned of greatest consequence in military service, light and agile. With use and industry they grew so perfect, to such a command of their horses, such a ready exactness in wheeling round in their troops, that all the whole troop, set in battle array, 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.

In the great battle which they fought with the Aetolians and Eleans by the river Larissus, he set them an example himself. Damophantus, general of the Elean horse, singled out Philopoemen, and rode with full speed at him. Philopoemen awaited his charge, and, before receiving the stroke, with a violent blow of his spear threw him dead to the ground; upon whose fall the enemy fled immediately. 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 of the Achaeans made?

How did Philopoemen turn his soldiers into a formidable force?

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

For older students and further thought: "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 array, did seem as it were to be but one body. . . " 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?"

Creative narration: Write or act out a conversation between a reluctant cavalry officer and a) one of his friends or b) the messenger sent to tell him that he is expected to show up for military training.

Lesson Five


The improved confidence of the Achaean army spread to the other citizens of Megalopolis. Men brought out household silver to melt down for weapons, and women swapped helmet-embroidery patterns. But were the shiny weapons and new uniforms enough to help them win a battle?


foiled: conquered

amiss: wrong, lacking

bucklers: shields

javelins, pikes: long, pointed spears

skirmishing: battling

the Macedonian phalanx: a formation where soldiers stood close together, using shields to form a protective wall in front of them

invincible: unbeatable

vie with each other: try to outdo each other

he diverted the passion: he sent that energy in another direction

superfluities: unnecessary things

bit: the part of the horse's harness that goes in its mouth

no way spare for the wars: not spare any expense or energy

sumptuous: large, splendid

warlike furniture: battle equipment

occupy them: wear and use them


Aratus: see Lesson One

Homer, Achilles, Thetis, Vulcan: referring to The Iliad

Historic Occasions

209-208 B.C.: Philopoemen was first made strategos


Part One

Indeed the first man that made the people of Achaea grow in power and greatness was Aratus: for before his time Achaea 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 established among them an honest civil government; and hence it happened, as in running waters, where, when a few little particles of matter once stop, others stick to them, and one part strengthening another, the whole becomes firm and solid; so in a general weakness, when every city relying only on itself, all Greece was giving way to an easy dissolution, the Achaeans, first forming themselves into a body, and then drawing in their neighbours round about, some by protection, delivering them from their tyrants; others by peaceful consent and by naturalization; designed at last to bring all the Peloponnese into one community. Nevertheless, while Aratus lived, they depended most upon the strength and power of the Macedonians, courting the various kings, who all took part continually in whatever concerned the affairs of Greece.

But when Philopoemen came to govern, and to be the chiefest man (strategos), the Achaeans, feeling themselves a match for the most powerful of their enemies, declined foreign support. The truth is, Aratus, as we have written in his Life, was not of so warlike a temper, but did most by policy and gentleness, and friendships with foreign princes; but Philopoemen being a man both of execution and command, a great soldier, and fortunate in his first attempts, wonderfully heightened both the power and courage of the Achaeans: because under his charge they ever foiled their enemies, and always had the upper hand over them.

Part Two

But first he altered what he found amiss in their arms and form of battle. Hitherto they had used light, thin bucklers, too narrow to cover the body; and javelins much shorter than pikes. By which means they were skillful in skirmishing at a distance; but in a close fight, they had much the disadvantage. Then in drawing their forces up for battle, they were never accustomed to form in regular divisions; and their line being unprotected either by the thick array of projecting spears or by their shields, as in the Macedonian phalanx, where the soldiers close and their shields touch, they were easily opened and broken. Philopoemen reformed all this, persuading them to change the narrow target and short javelin into a large shield and long pike; and to arm their heads, bodies, 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.

After he had brought them all to wear full armour, and by that means into the confidence of thinking themselves now invincible, he turned what before had been idle profusion and luxury into an honourable expense. For being long used to vie with each other in their dress, the furniture of their houses, and service of their tables, and delicate kinds of dishes, the disease by custom was grown incurable, and there was no possibility of removing it altogether. But he diverted the passion, and brought them, instead of these superfluities, to love things necessary and profitable; and reducing their other expenses, to take delight in appearing magnificent in their equipage of war.

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 studding bucklers and bits with silver. In the showplaces for the running of horses, there was managing and breaking of young horses, and young men exercising arms. There was nothing in the hands of the women but helmets and crests of feathers to be dyed, and military cloaks and riding-frocks to be embroidered; the very sight of 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, other kinds of sumptuousness and bravery doth secretly carry men's minds away, and allure them to seek after vanities [omission], 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 Achaea 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 show themselves obedient to him, but did moreover strive to excel one 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 that, 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

"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. Think of Excalibur! How does putting on a new uniform and picking up a decent weapon strengthen one's courage?

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

For further thought #1: How did Philopoemen "divert the passion" of the officers into more useful channels? How might an employer or a teacher use this strategy?

For further thought #2: Christian students may want to explore Bible passages about spiritual armour and weapons (such as Ephesians 6:11).

Creative narration: As the editor, chief reporter, and cartoonist for the Megalopolis Weekly News, you are planning a special "Prepare for Battle" edition. Write or act out interviews with various citizens, and decide what else you will include. (This can be done alone, with partners, or in a larger group.)

Lesson Six


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


untoward: unfortunate

confederates: allies

professing to make it a matter of small consequence: saying that it did not matter much

exposed their own phalanx: lost their tight battle formation, leaving themselves open to attack

suffered them to take their course: let them chase after the fleeing spearmen and Tarentines

not as much as expecting an encounter: they did not expect to have to fight at all

mettled: vigorous, strong

in the brazen statue which the Achaeans set up of him: It appears that only the base of the statue still exists. Most pictures of the "statue of Philopoemen" show him pulling the javelin out of his leg instead (Lesson Three).

Nemean Games: a religious and athletic event similar to the Olympics


Nabis, Machanidas: see special note in Lesson Three

Historic Occasions

207-206 B.C.: Philopoemen was strategos

207 B.C.: Battle of Mantineia; death of Machanidas

206 B.C.: Nabis took over the throne of Sparta

205 B.C.: End of the First Macedonian War

203 B.C.: Macedonia signed an alliance with the Seleucid Empire

Special History Note: The Aetolian League

The Aetolian League was a longtime alliance of Greek states, which had previously fought off the Gauls and other such threats, and which at this time was one of the few remaining power-groups in Greece (along with the Achaean League, which was becoming stronger, and Sparta, which was losing its power). During the First Macedonian War (215-205 B.C.), the League supported Rome. They later regretted that choice and allied themselves with Antiochus III, the king of the Seleucid (Syrian) Empire. However, Antiochus was eventually defeated by Rome, and the Aetolian League became a name-only organization.

On the Map

Peloponnese: see introductory notes

Mantineia: (also spelled Mantinea) A city in Arcadia; the birthplace of Philopoemen's guardian Cassander.

Taranto (Tarentines): or Taras; an Italian city on the Ionian Sea


Part One

The Achaeans at that time were at war with Machanidas, the tyrant of Lacedaemon, who, having a strong army, watched all opportunities of becoming entire master of the Peloponnese. When news was brought that Machanidas was come into the country of the Mantineians, Philopoemen straight marched towards him with his army.

They met near Mantineia, and drew up in sight of the city. Both, besides the whole strength of their several cities, had a good number of mercenaries in pay. When they came to join battle, Machanidas, with his hired soldiers, beat the spearmen and Tarentines whom Philopoemen had placed in the front. But when he should have charged immediately into the main battle, which stood close and firm, he hotly followed the chase; and instead of attacking the Achaeans, passed on beyond them, while they remained drawn up in their place.

With so untoward a beginning the rest of the confederates gave themselves up for lost; but Philopoemen, professing to make it a matter of small consequence, and observing the enemy's oversight, who had thus left an opening in their main body, and exposed their own phalanx, made no sort of motion to oppose them, but let them pursue the chase freely, till they had placed themselves at a great distance from him. Then seeing the Lacedaemonians before him deserted by their horse, with their flanks quite bare, he charged suddenly, and surprised them without a commander, and not as much as expecting an encounter, as when they saw Machanidas chasing still those upon the spur whom he had overthrown. He overthrew them with great slaughter (they report above four thousand killed in the place); and then faced about against Machanidas, who was returning with his mercenaries from the pursuit.

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. The tyrant's horse was mettled and strong; and feeling the bloody spurs in his sides, ventured to take the ditch. He had already so far reached the other side, as to have planted his forefeet upon it, and was struggling to raise himself with these, when Simmias and Polyanus, who used to fight by the side of Philopoemen, ran thither straight to keep him in with their staves that he should not leap the ditch. But Philopoemen, before either of them, himself met Machanidas; and perceiving that the horse with his head high reared covered his master's body, he turned his own a little, and holding his javelin by the middle, drove it against the tyrant with all his force, and tumbled him dead into the ditch.

Such is the precise posture in which he stands at Delphi, in the brazen statue which the Achaeans set up of him, in admiration of his valour in this single combat, and conduct during the whole day.

Part Two

They say that at the Nemean Games (which they solemnize in honour of Hercules, not far from the city of Argos), and not long after he had won this Battle of Mantineia, having been made general (strategos) the second time, and being at good leisure also by reason of the feast: he first showed all the Grecians that were come thither to see the games and pastimes, his army drawn up in full array as if they were to fight, 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.

After which he went into the theater, while the musicians were singing for the prize, followed by the young soldiers in their military cloaks and their scarlet frocks under their armour, all in the very height of bodily vigour, and much alike in age, showing a high respect to their general; yet breathing at the same time a noble confidence in themselves, raised by success in many glorious encounters.

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:

When he had sweetly sung out loud 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 Achaeans applauded Philopoemen, but they took the credit somewhat for themselves, like fans cheering for a winning sports team. Was this a good thing?

For further thought: The Achaeans were optimistic about recovering their "ancient reputation." What things might stand in their way?

Lesson Seven


Even when he was officially out of office, Philopoemen was still looked on as The Commander. But at the same time, it's acknowledged (for the first time) that Philopoemen had "ill-wishers."


infamous: disgraced

corn: grain

coveted to be employed: wanted his skills to be used

craft: craftiness, trickery


Lysippus: or Lysippos; there is not much other information on him

King Ptolemy: one of the Egyptian kings by that name

Aristaenus: (or Aristainos), a political opponent of Philopoemen. He was strategos in 199-198, 195-194, and 186-185 B.C.

Historic Occasions

202-201 B.C.: Second Punic War ended; Carthage defeated by Rome

202-201 B.C.: Lysippus was strategos

201 B.C.: Philopoemen expelled Nabis from Messene (but it was not the last time Nabis caused trouble)

201-200 B.C.: Philopoemen was strategos again (in his early fifties)

200 B.C.: Two Greek cities asked Rome for help against Macedon, and Rome sent troops in response

200 B.C.: The Achaeans asked Macedon for assistance against Sparta, but Macedon refused to help

c. 200 B.C.: Birth of the historian Polybius (see Lesson Twelve)

199-193 B.C.: Philopoemen returned to Crete as a mercenary commander

On the Map

Argos: a city in Argolis, in the eastern Peloponnese

Boeotia (Boeotians): a region of central Greece

Megara (Megarans): a town in the Isthmus of Corinth


Part One

It was with the Achaeans as with young horses, which go quietly with their usual riders, but grow unruly and restive under strangers. The soldiers, when any service was in hand, and Philopoemen not at their head, grew dejected and looked about for him; but if he once appeared, they came presently to themselves, and recovered their confidence and courage, being sensible that this was the only one of their commanders whom the enemy could not endure to face; but, as appeared on several occasions, were frighted with his very name.

For Philip, King of Macedon, imagining that if he could find means to dispatch Philopoemen out of the way, howsoever it were, the Achaeans would straight take part again with him: he sent men secretly into the city of Argos, to kill him by treason. But the treachery coming to light, he became infamous, and lost his character through Greece.

The Boeotians besieging Megara, and ready to carry the town by storm, upon a groundless rumour that Philopoemen was at hand with succour, ran away and left their scaling ladders at the wall behind them.

Nabis, who was tyrant of Lacedaemon after Machanidas, had surprised Messene at a time when Philopoemen was out of command. Philopoemen tried to persuade Lysippus, then general of the Achaeans, to succour Messene. Lysippus told him it was too 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, without order or commission, followed merely by his own immediate fellow-citizens, who went with him as if he had been their continual general, and the man that by nature was worthiest of all others to command them. Nabis, hearing of his coming, though he had his army within the city, thought it not convenient to stay; but stealing out of the furthest gate with his men, marched away with all the speed he could, thinking himself a happy man if he could get off with safety. And he did escape; but Messene was rescued.

Part Two

All that we have written hitherto makes for the praise and honour of Philopoemen. But when, at the request of the Gortynians, he went away into Crete to command for them, at a time when his own country was distressed by Nabis, he exposed himself to the charge of either cowardice, or unseasonable ambition of honour amongst foreigners. For the Megalopolitans were then so pressed that, the enemy being master of the field and encamping almost at their gates, they were forced to keep themselves within their walls, and to sow all their streets with corn to sustain them withal. And he in the meantime, across the seas, waging war and commanding-in-chief in a foreign nation, furnished his ill-wishers with manner enough for their reproaches.

Some said he took the offer of the Gortynians because the Achaeans chose other generals, and left him but a private man. For he could not endure to sit still; but looking upon war and command in it as his great business, always coveted to be employed. And this agrees with what he once aptly said of King Ptolemy. Somebody was praising him for keeping his army and himself in an admirable state of discipline and exercise: "And what praise," replied Philopoemen, "for a king of his years, to be always preparing, and never performing?"

However, the Megalopolitans, thinking themselves betrayed, took it so ill that they were about to banish him. But the Achaeans put an end to that design by sending their general Aristaenus to Megalopolis, who, though he were at difference with Philopoemen about affairs of the commonwealth, yet would not suffer him to be banished.

Philopoemen finding himself upon this account out of favour with his citizens: 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 Achaeans. But these things happened awhile after.

But whilst Philopoemen stayed in Crete, in the service of the Gortynians, he made war not like a Peloponnesian and Arcanian, fairly in the open field, but fought with them at their own weapons: and turning their stratagems and tricks against themselves, showed them they played craft against skill, and were but children to an experienced captain.

Narration and Discussion

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?

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

Creative narration: As a reporter, you have been granted an interview with Philopoemen. What questions would you ask him?

Lesson Eight


Philopoemen returned home, seemingly having restored his reputation, but he found things in chaos. He then took the Achaean army to sea to fight Nabis of Sparta, figuring "how hard can it be?"-- and nearly sank the ship.


how much it imports: how important it is

fear and hurly-burly: commotion, tumult

the nature of the place: the landscape; how the hills or waterways could give them an advantage

quagmires: swamps, bogs

fowler: one who traps wild birds (fowl)


Philip; Titus Quintius: see introductory notes and previous lessons

Historic Occasions

198 B.C.: Titus Flamininus was consul of Rome

197 B.C.: Rome defeated Macedon at the Battle of Cynoscephalae (ending the Second Macedonian War)

196/195 B.C.: Rome (through Titus Flamininus) ordered Nabis to return Argos to the Achaeans, or face the consequences

196 B.C.: Titus Flamininus declared Greece "free"

195 B.C.: Antiochus, having conquered most of the territory he wanted in Asia, became more interested in Europe

193 B.C.: Philopoemen returned to Megalopolis and was made strategos for the fourth time, at the age of sixty

192 B.C.: As the Achaeans were distracted by Antiochus, Nabis used the opportunity to recapture Gythium and fight the Achaeans at sea; but his army was defeated afterwards by Philopoemen.

On the Map

Gythium: (or Gytheio), the major seaport used by Sparta. As it was such a strategic spot, it was captured and recaptured multiple times, including by the Achaeans and then by Nabis.


Part One

Having acted in Crete with great bravery, and great reputation to himself, he returned into the Peloponnese, where he found Philip beaten by Titus Quintius, and Nabis at war both with the Romans and Achaeans. He was at once chosen general against Nabis; but venturing to fight by sea, he met with a result very contrary to the general expectation and his own former reputation [omission].

Philopoemen, thinking his skill in land-service would equally avail at sea, learned how great a part of valour experience is, and how much it imports in the management of things to be accustomed to them. For he was not only put to the worst in the fight of want of skill, but in having rigged up an old ship, which had been a famous vessel forty years before, and shipped his citizens in her, which were all likely to perish, because the ship had diverse leaks. But when the enemy, as if in contempt of him, besieged Gythium, he presently set sail again, and found them dispersed and careless after their victory. 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.

Part Two

A few days after, as he was marching through a rough country, Nabis came suddenly upon him. The Achaeans were dismayed, and in such difficult ground where the enemy had secured the advantage, despaired to get off with safety. Philopoemen made a little halt, and viewing the ground, soon made it appear that the one important thing in war is skill in drawing up an army. For by advancing only a few paces, and without any confusion or trouble, altering his order according to the nature of the place, he immediately relieved himself from every difficulty; and then charging, put the enemy to flight.

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, it being yet broad day. And so, fearing least his enemies would steal scatteringly unto the city in the dark, he posted strong parties of the Achaeans all along the watercourses and sloping ground near the walls. Many of Nabis' men fell into their hands, 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.

Narration and Discussion

Why was Philopoemen's great experience in land fighting not enough to prepare him for a sea battle? What other problems did he have?

Creative narration: Write a letter home from Philopoemen or from one of his soldiers, starting "I have good news and bad news."

Lesson Nine


Philopoemen, making the most of a tough situation for Sparta, brought that old enemy into the Achaean League. When the Spartans offered him a financial reward, he advised them to keep it; or, rather, to use it to bribe those who would, without doubt, soon need to be bribed.


singularly: especially

repine: be discontented, fret

consul of Rome: Titus Flamininus was consul only once, several years before these events; the reference may be to his general status.

his proclamation: see Historic Occasions in the previous lesson

circumvented: deceived, outwitted

six score talents: A score is twenty; six score would be 120. 120 talents (of any type) would be a huge treasure.

orations: speeches

covetousness: discontent; wanting what others have

Historic Occasions

192 B.C.: Titus Flamininus was sent to negotiate with Antiochus on behalf of the Greek states. Antiochus was un-cooperative.

192 B.C.: Nabis asked the Aetolian League for help defending Sparta against Rome and the Achaeans; they did send assistance, but those troops killed Nabis and tried to take Sparta themselves. Achaean troops, led by Philopoemen, were sent to defend Sparta, and Sparta was "persuaded" to join the Achaean League.

191-186 B.C.: Philopoemen was strategos three times

189 B.C.: Titus Flamininus was censor in Rome


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 Achaeans before a common Arcadian. And he imagined he had deserved better of all Greece than Philopoemen had: considering, how by his proclamation, he had restored Greece again to her ancient liberty, which before his coming was subject unto King Philip and the Macedonians.

After this, Titus made peace with Nabis, and Nabis was circumvented and slain by the Aetolians. Things being then in confusion at Sparta, Philopoemen laid hold of the occasion, and coming upon them with an army, prevailed with some by persuasion, and with others by fear, till he brought the whole city over to the Achaeans. As it was no small matter for Sparta to become a member of Achaea, this action gained him infinite praise from the Achaeans, for having strengthened their confederacy by the addition of so great and powerful a city; and not a little goodwill from the nobility of Sparta itself, who hoped they had now procured an ally who would defend their freedom.

Wherefore, when the tyrant Nabis' house and goods were sold, as forfeited to the state: they resolved in their council to make him (Philopoemen) 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 dared 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 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. But the third time with much ado, and faltering in his words, he acquainted Philopoemen with the goodwill of the city of Sparta to him.

Philopoemen listened obligingly and gladly; and then went himself to Sparta, where he advised them not to bribe good men and their friends, of whose virtue they might be sure without charge to themselves; but to buy off and silence ill citizens, 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

What did the Spartan nobles hope to get out of joining the Achaean League? Did other Spartans share their enthusiasm?

What was Philopoemen's advice about gifts/bribes? What does the Bible say about bribes? (Check the book of Proverbs.)

Creative narration: How might Shakespeare have dramatized the scene between Philopoemen and Timolaus?

Lesson Ten


Philopoemen 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." Was Philopoemen changing for the worse?


Antiochus and the Romans were disputing their pretensions: the problem of the current super-powers getting ready to fight each other was bigger than small matters concerning Sparta

marched directly to Sparta: the details of this event seem unclear

to receive those home again. . . : Philopoemen wanted to restore those Spartan exiles who supported the Achaean regime.

the laws of Lycurgus: the unique law and lifestyle of the Spartans

to put their heads in the collar: to be humble and submissive

the sinews of their commonwealth: those things that bound the Spartans together and gave them their identity

made suit to the Romans: pleaded with them

they were become the monarch of the whole world: By defeating Antiochus and seizing his territory, the Roman Republic became the most powerful state in the Mediterranean world.


Diophanes: strategos in 192/191 B.C.

Aristaenus: mentioned in Lesson Seven

Manius: Manius Acilius Glabrio was a Roman general, consul, and commander at the Battle of Thermopylae.

Historic Occasions

191 B.C.: Manius Acilius Glabrio was consul of Rome

191 B.C.: Antiochus attempted to "liberate" Greece; Roman troops (led by Glabrio) and allies defeated him at the Battle of Thermopylae.

191 B.C.: Antiochus retreated from Greece

188 B.C.: Philopoemen led troops into Spartan territory; they broke down the city walls, and imposed "Achaean" laws and culture.

On the Map

Laconia: the region surrounding the city of Sparta


Part One

Diophanes being afterwards general of the Achaeans, and hearing the Lacedaemonians were bent on new commotions, resolved to punish them; they, on the other side, did set all the Peloponnese in arms. Philopoemen, on this occasion, did all he could to keep Diophanes quiet and to make him sensible that as the times went, while Antiochus and the Romans were disputing their pretensions with vast armies in the heart of Greece, it concerned a man in his position to keep a watchful eye over them, and dissembling, and putting up with any less important grievances, to preserve all quiet at home.

Diophanes would not be ruled, but joined with Titus, and both together falling into Laconia, marched directly to Sparta. Philopoemen 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, refused admission to both the consul of Rome and the general of the Achaeans, quieted the disorders in the city, and reunited it on the same terms as before to the Achaean confederacy.

Part Two

[Plutarch jumps ahead here to 188 B.C.]

Nevertheless, himself being afterwards general of the Achaeans, 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. He razed the walls, took away a good part of their territory, and transferred it to the Megalopolitans; forced out of the country and carried into Achaea all who had been made citizens of Sparta by tyrants, except three thousand who would not submit to banishment. These he sold for slaves, and with the money, as if to exult over them, built a colonnade at Megalopolis. Lastly, unworthily trampling upon the Lacedaemonians in their calamities, and gratifying his hostility by a most oppressive and arbitrary action, he abolished the laws of Lycurgus, and forced them to educate their children and live after the manner of the Achaeans; 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 Achaeans, 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

[The story returns to 191 B.C., when Diophanes was strategos.]

When the war between Antiochus and the Romans broke out in Greece, Philopoemen was a private man, and without any authority. He saw 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; while his men lay dispersed in several towns, without order, or commanders, and minding nothing but their pleasures. He complained much that he was not himself in office and said that if he had had the fortune to be then in command, he would have surprised and killed the whole army in the taverns.

When Antiochus was overcome, the Romans pressed harder upon Greece, and encompassed the Achaeans with their power; the popular leaders in the several cities did yield to the Romans, to win their favour. And now the greatness of the Romans 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, carried himself like a good pilot in a high sea, sometimes shifting sail, and sometimes yielding; but still steering steady; seeking ever to defend the liberty of those who, by their eloquence and well doing, carried great authority among the Achaeans. Aristaenus, a Megalopolitan of great credit amongst the Achaeans, but always a favourer of the Romans, saying one day in the Senate that the Romans should not be opposed, or displeased in any way, Philopoemen heard him with an impatient silence; but at last, not able to hold longer, said angrily to him, "O Aristaenus, why have you such haste to see the unfortunate end of Greece?"

The Roman consul Manius, after the defeat of Antiochus, requested the Achaeans to restore the banished Lacedaemonians to their country, which motion was seconded and supported by all the interest of Titus. But Philopoemen crossed it, not from ill-will to the men, but that they might be beholden to him and the Achaeans, not to Titus and the Romans. For when he came to be general himself, he restored them. So impatient was his spirit of any subjection, and so prone his nature to contest everything with men in power.

Narration and Discussion

Did it seem unusual for Philopoemen to recommend ignoring the rebellious Spartans? Explain his reasoning at that time.

Plutarch says that Philopoemen was "steering steady; seeking ever to defend liberty. . . ." How does this line up with the description of his less-than-admirable actions in this passage?

For older students and further thought: Charlotte Mason wrote that the greatest leaders must have an object or aim outside of themselves, something that keeps them "steering steady." Did Philopoemen have such an object?

Creative narration: You are a reporter looking for the public's opinion of Philopoemen. Who would be most likely to praise him? Who would wish him out of the way?

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.


abated: lessened

insolent: arrogant, proud

had induced Messene to revolt from the Achaeans: There is apparently a little more to the story than Plutarch tells. Dinocrates went to Rome to explain about the Messenian revolt, and since his friend Titus Flamininus was about to be travelling through Greece anyway, they planned to make a fool of Philopoemen in a public assembly; but it did not come off as planned. However, soon after that we hear of this battle and Philopoemen's capture.

ague: chills and fever

four hundred furlongs: he went more than fifty miles (80 km)

was no hindrance to him: caused him no difficulties

make their court to: please


Dinocrates: (or Deinocrates); the Messenian general

Historic Occasions

183 B.C.: Philopoemen was strategos for the eighth and final time


Part One

Being now seventy years of age, and the eighth time general of the Achaeans, Philopoemen was in hope to pass in quiet, not only the year of his magistracy, but his remaining life. For as the force and strength of sickness decline, as it is supposed, with our declining bodily strength, so through all the cities and people of Greece, their quarreling and wars abated, 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, like a successful runner who stumbles at the goal.

It is reported that, being in company where someone was praised as a great commander, he replied that "there was no great account to be made of a man who had suffered himself to be taken alive by his enemies." A few days after, news came that Dinocrates the Messenian, a particular enemy to Philopoemen, and for his wickedness and villainies generally hated, had induced Messene to revolt from the Achaeans, and was about to seize upon a little place called Colonis. Philopoemen was at that time in the city of Argos, sick of an ague; and yet hearing this news, he took his journey toward Megalopolis, making all the haste he could possible, so that he came above four hundred furlongs that day. From thence he immediately led out the horse, the noblest of the city, young men in the vigour of their age, and eager to proffer their service, both from attachment to Philopoemen and zeal for the cause.

Part Two

As they marched towards Messene, they met with Dinocrates near the hill of Evander, charged, and routed him. But when a fresh supply of five hundred men, who had been left for a guard to the country, suddenly appeared, the fleeing enemy rallied again about the hills. Philopoemen, fearing to be surrounded, and being desirous to bring his men safe home again, retreated through narrow bushy places, bringing up the rear himself. As he often faced and made charges upon the enemy, he drew them upon himself; though they merely made movements at a distance, and shouted about him, nobody daring to approach him. In his care to save every single man, he left his main body so often, that at last he found himself alone among the thickest of his enemies.

Yet even then none dared come up to him, but being pelted at a distance, and driven to stony steep places, he had great difficulty, with much spurring, to guide his horse aright. His age was no hindrance to him, for with perpetual exercise he was both strong and active; but 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, so 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 spoke: 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 [omission].

Part Two

The Messenians, wonderfully elated with the news, thronged in swarms to the city gates. But when they saw Philopoemen in a posture so unsuitable to the glory of his great actions and famous victories, most of them 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. Such tears by little and little turned to kind words, and it was almost in everybody's mouth that they ought to remember what he had done for them, and how he had preserved the common liberty by driving away Nabis. Some few, to make their court to Dinocrates, were for torturing and then putting him to death as a dangerous and irreconcilable enemy; all the more formidable to Dinocrates, who had taken him a prisoner, if he should after this misfortune regain his liberty. They put him at last into a dungeon underground, which they called "The Treasury," a place into which there came no air nor light from abroad; and which, having no doors was closed with a great stone. This they rolled into the entrance and fixed, and placing a guard about it, left him.

Part Three

Now when these young noble Achaean 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 informed how he was taken. And then they went and carried the news through all the towns and cities. The Achaeans resented the misfortune deeply, and decreed to send and demand him; and in the meantime, they drew their army together for his rescue.

Narration and Discussion

How was Philopoemen's comment prophetic?

Show how Philopoemen remained a good general to the end.

Creative narration: Imagine that Shakespeare had written a play based on Philopoemen's life. Write or act out the scene where Philopoemen was captured; or write a monologue for him in the dungeon.

Lesson Twelve and Examination Questions


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


to be beforehand. . . : to make his move before they suspected anything

despatched: killed

presently: quickly, soon

make themselves away: kill themselves

requite: repay


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

Historic Occasions

183 B.C.: Death of Philopoemen

c. 174 B.C.: Death of Titus Flamininus

171-168 B.C.: Third Macedonian War


Part One

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

Part Two

The news of his death ran presently through all Achaea, which generally, from high to low, was lamented. Whereupon all the Achaean 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 Achaeans 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 had advised that Philopoemen be put to death [omission].

They burnt his body, and put the ashes into an urn, and then marched homeward, not as in an ordinary march, but in such an order and array, 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 as prisoners, shackled and chained. The funeral pot, in which were Philopoemen's ashes, was so covered with flowers that it could scant be seen or discerned, and it was carried by one Polybius, a young man, the son of Lycortas, that was general at that time to the Achaeans: about whom there marched all the noblest and chiefest of the Achaeans, 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 passed, 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 followed on to Megalopolis; where, when the old men, the women and children were mingled with the rest, the whole city was filled with sighs, complaints and cries, the loss of Philopoemen seeming to them the loss of their own greatness, and of their rank among the Achaeans. Thus he was honourably buried according to his worth, and the prisoners were stoned about his tomb.

Many statues were set up, and many honours decreed to him by the several cities. One of the Romans, after the destruction of Corinth, publicly accusing Philopoemen, as if he had been still alive, of having been the enemy of Rome, proposed that these memorials should be all removed. A discussion ensued, and speeches were made. But after Polybius had answered him, neither the consul Mummius nor the lieutenants would suffer the honourable monuments of so great a man to be defaced, though he had often crossed both Titus and 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 goodness 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

How did the people of Megalopolis, and elsewhere in Achaea, react to Philopoemen's death? How did this symbolize the end of an era?

Creative narration: Plan another special edition of the Megalopolis Weekly, this time to commemorate Philopoemen's funeral.

Examination Questions

Younger Students:

1. Tell how Philopoemen made the Achaeans care about supporting their army.

2. See #1 Older Students.

Older Students:

1. You are the historian Polybius. Explain to the Romans why Philopoemen's memorials should remain.

2. (High school) If you have read Plutarch's Life of Phocion, you may remember that Phocion borrowed a life motto from the goddess Athena: "Skillful to rule in war and peace." Philopoemen, on the other hand, is said to have been "a better captain for wars than a wise governor for peace." Explain why Plutarch said this; do you agree?

AmblesideOnline Plutarch Readings:

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