Philip observing and reflecting on all this, was on the one hand deterred by his judgement from any attempt to carry the town by force or besiege it,
but was again strongly disposed thereto when he considered the advantages of its situation. For just as it was now a menace to <a class="linkToPlace" target="_blank" href="/place?placename=Achaea&groupId=272&placeId=533">Achaea</a> and Arcadia and a secure place of arms for the Eleans, so, if it were taken, it would be a bulwark defending Arcadia and an excellent base of operations for the allies against <a class="linkToPlace" target="_blank" href="/place?placename=Elis&groupId=560&placeId=1048">Elis</a>.
These considerations finally prevailed, and he gave orders to the Macedonians to get all of them their breakfasts at daybreak and then prepare for action and hold themselves in readiness.
This having been done, he crossed the bridge over the Erymanthus, no one opposing him owing to the unexpectedness of the movement, and unhesitatingly marched on the town in formidable array.
Euripidas and all in the town were wholly take aback by this, as they had been convinced that the enemy would neither venture to attempt to assault by storm such a strong city, nor would open a lengthy siege at this disadvantageous season of the year.
In this very conviction they now began to entertain suspicions of each other, fearing lest Philip had arranged with some of those inside the city for its betrayal. But when they saw no signs of such project among themselves, the greater number of them ran to the walls for help, while the mercenaries of the Eleans issued from one of the gates higher up the hill to attack the enemy.
The king ordered the bearers of the scaling-ladders to set them up at three separate spots, and similarly dividing the rest of his Macedonians into three bodies, gave the signal by the sound of trumpet and attacked the wall simultaneously from every side.
At first the holders of the city offered a stout resistance and threw down many of the assailants from the ladders,
but when their supply of missiles and other requisites began to fall short — their preparations having been made on the spur of the moment — and the Macedonians were showing no sign of fear, the place of each man thrown off the ladder being instantly taken by the man next behind him, the defenders at length turned their backs and all fled to the citadel, while of the king's forces the Macedonians mounted the wall, and the Cretans, attacking the mercenaries who had sallied from the upper gate, forced them to fly in disorder, throwing away their shields.
Pressing close on their heels and cutting them down, they entered the gate together with them, and thus the city was taken from every side at once.
The Psophidians with their wives and children retreated to the citadel together with Euripidas' force and the rest of the fugitives,
Walbank Commentary