This naturally brought Philopoemen into high repute. Antigonus was eager that he should take service under him, and offered him command and pay. These Philopoemen declined, chiefly because he well knew that it was naturally unpleasant and hard for him to be under another man's orders. Not wishing, however, to be inactive and idle, for the sake of training and practice in war he sailed to Crete in search of military service.
In Crete he practised himself for a long time among men who were not only warlike and versed in many kinds of warfare, but also still moderate and restrained in their ways of living, and he came back to the Achaeans with such distinction that they at once made him commander of their cavalry.1
But he found that the horsemen whom he was to command used worthless animals acquired at random, whenever a campaign was to be undertaken; that they shirked most campaigns themselves, and sent others out in their places; that they were all characterized by a shocking lack of experience, together with its resultant cowardice; and that their commanders always overlooked these things because the knights had the greatest power and influence among the Achaeans and the chief voice in the assignment of rewards and punishments.
Philopoemen, however, did not yield or give way to them. He went round to the different cities and roused the spirit of ambition in each young man individually, punished those who needed compulsion, introduced drills, parades, and competitive contests in places where there would be large bodies of spectators and thus in a short time inspired them all with an astonishing vigour and zeal,
and, what is of the greatest importance in tactics, rendered them agile and swift in wheeling and deploying by squadrons, and in wheeling and turning by single trooper, making the dexterity shown by the whole mass in its evolutions to be like that of a single person moved by an impulse from within.
Moreover, in the fierce battle which they fought at the river Larissus against Aetolians and Eleians, the commander of the Eleian cavalry, Damophantus, rode out from the ranks and charged upon Philopoemen. But Philopoemen received his onset, was first to drive home a spear-thrust, and threw Damophantus to the ground.
Their leader fallen, the enemy at once took to flight, and Philopoemen was in high renown, as one who yielded to none of the young men in personal prowess, and to none of the elder men in sagacity, but both in fighting and in commanding was most capable.