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Achillas's army was far from being contemptible, whether we regard their number, courage, or experience in war. It amounted to twenty thousand effective men, many of whom were originally Romans, brought into the country by Gabinius, when he came to settle Auletes on the throne; and who, having afterwards married and settled in Alexandria, were devoted to the Ptolemean interest. There were also some brigades raised in Syria and Cilicia, together with a considerable number of renegade slaves, who had deserted their masters, and found protection in Egypt, by entering into the service. If any of these was seized by his master, their companions flocked to his rescue, regarding his safety as a common cause, because they were all embarked in the like guilt. These would often take upon them to put to death the king's ministers, to plunder the rich, for the sake of increasing their pay, to invest the royal palace, to banish some, and send for others home, with other liberties of the like nature, which the Alexandrian army claims by a kind of prescription. Besides these, he had likewise two thousand horse, who, during the late troubles, and the wars that ensued, had arms. These had restored Ptolemy the father to his kingdom, killed Bibulus's two sons, warred against the Egytians with success, and acquired a thorough experience in military affairs.

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