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left the town immediately, taking with them what property they could; others armed, and engaged the enemy; and though they were not able to beat them out, yet they gave their citizens time and opportunity safely to retire, so that there were not above one thousand persons taken in the town, all the rest flying, with their wives and children, and escaping to Messene. ²The greater number, also, of those that armed and fought the enemy, were saved, and very few taken, amongst whom were Lysandridas and Thearidas, two men of great power and reputation amongst the Megalopolitans; and therefore the soldiers, as soon as they were taken, brought them to Cleomenes. And Lysandridas, as soon as he saw Cleomenes afar off, cried out, "Now, king of Sparta, it is in your power, by doing a most kingly and a nobler action than you have already performed, to purchase the greatest glory." ³And Cleomenes, guessing at his meaning, replied, "What, Lysandridas, you will not surely advise me to restore your city to you again?" "It is that which I mean," Lysandridas replied, "and I advise you not to ruin so brave a city, but to fill it with faithful and steadfast friends and allies, by restoring their country to the Megalopolitans, and being the saviour of so considerable a people." ⁴Cleomenes paused a while, and then said, "It is very hard to trust so far in these matters; but with us let profit always yield to glory." Having said this, he sent the two men to Messene with a herald from himself, offering the Megalopolitans their city again, if they would forsake the Achæan interest, and be on his side. ⁵But though Cleomenes made these generous and humane proposals, Philopœmen would not suffer them to break their league with the Achæans; and accusing Cleomenes to the people, as if his design was not to restore the city, but to take the citizens too, he forced Thearidas and Lysandridas to leave Messene.