At this juncture a force despatched from Achaia, numbering 1000 infantry and ioo cavalry, approached Elea. On their landing they were met by a party sent by Attalus to conduct them to Pergamum. They were all veteran troops with war experience. and under the command of Diophanes, a pupil of Philopoemen. the foremost Greek general of his day. 1 1几， Two davs were devoted to resting the men and horses, and also to keeping the enemy's advanced posts under observation and ascertaining at what points and at what hours they came on and went off duty. The king's troops made it a practice to advance up to the foot of the hill on which the city stands. In this way they acted as a screen, and the plundering parties behind them were not interfered with, as none came out of the city, not even to attack the advanced posts with missiles at long range. After the citizens had been once cowed by defeat they shut themselves within their wall, and the king's troops looked upon them with contempt and became careless. A great manv did not keep their horses either saddled or bndled;a tew were iett standing to arms, wnue the rest were dispersed all over the plain, some betaking them- thers feeding under the shade of in slumber. selves to games and sports, othe trees, some even stretchedDiophanes observed all thisordered his men to arm them from Pergamum on the hill, and selves and be in readiness at the He then went to Attalus and told him that he had made mind to attack the enemy. With very gre at reluctance s gave his consent, for he saw that he would have to fight with i oo cavalry against 6oo and 1000 infantry against 4000. Diophanes went out from the gate and took up a position not far from the enemy's advanced posts and waited his opportunity. The people of Pergamum looked upon it as madness rather than courage, and the enemy, after keeping them under observation for some time, and seeing no movement of any kind, became careless as usual, and even ridiculed the smallness of their opponents' force. Diophanes made his men keep quiet for a while, then, when he saw that the enemy had broken up their ranks, he gave the infantry orders to follow as rapidly as possible, and putting himself at the head of his troop of cavalry, charged the enemy's detachment at full speed, infantry and cavalry alike shouting their battle-cry. The.enemy were thrown into a state of panic, even the horses were terrified and broke their halters, creating confusion and alarm amongst their own men. A few were not scared, and stayed where they were tethered, but even these the riders did.not find it an easy task to saddle and bridle and mount, for the Achaean troopers were creating an alarm and terror out of all proportion to their numbers. The infantry, coming up in their ordered ranks, prepared for battle, attacked a foe carelessly scattered and almost half asleep. The whole plain was covered with the bodies of the slain, and men were everywhere fleeing for their lives. Diophanes kept up the pursuit as long as it was safe, and then retired to the shelter of the city walls, after winning great glory for the Achaeans, for the women as well as the men had watched the action from the walls of Pergamum.