Cleomenes at this juncture had observed that Antigonus had dismissed his other troops and, keeping only his mercenaries with him, was spending the time at Aegium at a distance of three days\' march from <a class="linkToPlace" target="_blank" href="/place?placename=Megalopolis&groupId=745&placeId=1360">Megalopolis</a>.
He knew that this latter city was very difficult to defend, owing to its extent and partial desolation, that it was at present very carelessly guarded owing to the presence of Antigonus in the <a class="linkToPlace" target="_blank" href="/place?placename=Peloponnese&groupId=861&placeId=1552">Peloponnese</a>, and above all that it had lost the greater part of its citizens of military age in the battles at the Lycaeum and at Ladoceia.
He therefore procured the co-operation of certain Messenian exiles then living in <a class="linkToPlace" target="_blank" href="/place?placename=Megalopolis&groupId=745&placeId=1360">Megalopolis</a> and by their means got inside the walls secretly by night.
On day breaking, he came very near not only being driven out, but meeting with complete disaster owing to the bravery of the Megalopolitans,
who had indeed expelled and defeated him three months previously when he entered the city by surprise in the quarter called Colaeum.
But on this occasion, owing to the strength of his forces, and owing to his having had time to seize on the most advantageous positions, his project succeeded, and finally he drove out the Megalopolitans and occupied their city.
On possessing himself of it, he destroyed it with such systematic cruelty and animosity, that nobody would have thought it possible that it could ever be re-inhabited.
I believe him to have acted so, because the Megalopolitans and Stymphalians were the only peoples from among whom in the varied circumstances of his career he could never procure himself a single partisan to share in his projects or a single traitor.
For in the case of the Clitorians their noble love of freedom was sullied by the malpractices of one man Thearces whom, as one would expect, they naturally deny to have been a native-born citizen, affirming that he was the son of a foreign soldier and foisted in from <a class="linkToPlace" target="_blank" href="/place?placename=Orchomenus&groupId=814&placeId=1470">Orchomenus</a>.
Walbank Commentary