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M. Baebius and Philip, after their meeting at Dassaretiae, when they sent Ap. Claudius to relieve Larisa had returned to their respective winter quarters as it was too early in the year for active operations.  At the beginning of spring they went down with their united forces into Thessaly; Antiochus was in Acarnania at the time. Philip laid siege to Malloea in Perrhaebia and Baebius attacked Phacium.  He took the place at the first assault and captured Phaestum with equal rapidity.  Marching back to Atrax he advanced from there against Cyretiae and Eritium both of which places he gained possession of, and after placing garrisons in the captured towns he rejoined Philip, who was still besieging Malloea.  On the arrival of the Roman army the garrison, either cowed by the strength of the besieging force or hoping to obtain more favourable terms, made their surrender. The two commanders then went on with their combined forces to recover those towns which the Athamanians were holding, namely Aeginium, Ericinium, Gomphi, Silana, Tricca, Meliboea and Phaloria.  They next invested Pellinaeum, where Philip of Megalopolis was stationed [7??] with 500 infantry and 40 cavalry, and before they delivered the assault they sent to Philip to warn him against forcing them to take extreme measures. He sent back a defiant answer and said that he would have trusted himself in the hands of Romans or Thessalians, but he would not place himself at the mercy of Philip.  As it was evident that force must be employed, and that while the siege was [9??] going on Limnaea could be attacked, it was decided that the king should go there whilst Baebius remained to conduct the siege of Pellinaeum.
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