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While these things were going on, throughout the Peloponnese also disturbances and disorders had occurred for the following reasons. The Lacedaemonians, being at variance with the Megalopolitans, overran their country with Archidamus in command, and the Megalopolitans,1 incensed over their actions but not strong enough to fight by themselves, summoned aid from their allies. [2] Now the Argives, Sicyonians, and Messenians in full force and with all speed came to their assistance; and the Thebans dispatched four thousand foot and five hundred horse with Cephision placed in charge as general. [3] The Megalopolitans accordingly, having taken the field with their allies, encamped near the headwaters of the Alpheius River, while the Lacedaemonians were reinforced by three thousand foot-soldiers from the Phocians and one hundred fifty cavalry from Lycophron and Peitholaus, the exiled tyrants of Pherae, and, having mustered an army capable of doing battle, encamped by Mantineia. [4] Then having advanced to the Argive city of Orneae,2 they captured it before the arrival of the enemy, for it was an ally of the Megalopolitans. When the Argives took the field against them, they joined battle and defeated them and slew more than two hundred. [5] Then the Thebans appeared, and since they were in number twice as many though inferior in discipline, a stubborn battle was engaged; and as the victory hung in doubt, the Argives and their allies withdrew to their own cities, while the Lacedaemonians, after invading Arcadia and taking the city Helissus3 by storm and plundering it, returned to Sparta. [6] Some time after this the Thebans with their allies conquered the enemy near Telphusa4 and after slaying many took captive Anaxander, who was in command, along with more than sixty others. A short time later they had the advantage in two other battles and felled a considerable number of their opponents. [7] Finally, when the Lacedaemonians proved victorious in an important battle, the armies on both sides withdrew to their own cities. Then when the Lacedaemonians made an armistice with the Megalopolitans the Thebans went back to Boeotia. [8] But Phalaecus, who was lingering in Boeotia, seized Chaeroneia and when the Thebans came to its rescue, was expelled from that city. Then the Boeotians, who now with a large army invaded Phocis, sacked the greater portion of it and plundered the farms throughout the countryside; and having taken also some of the small towns and gathered an abundance of booty, they returned to Boeotia.

1 They even sent ambassadors to Athens begging help. It was on this occasion that Demosthenes delivered his speech, "On the Megalopolitans" (q.v., Dem. 16). See also Paus. 8.27.9-10.

2 Cp. chap. 34.3.

3 For this Arcadian city see Paus. 8.3.3 (Ἑλισσών).

4 For this Arcadian city see Paus. 8.25.1-3 (Θέλπουσα).

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