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33. Well, then, the elder Ptolemy1 died before sending Cleomenes off as he had promised; and since the court at once plunged into excessive wantonness and drunkenness, and women wielded the power, the affairs of Cleomenes were neglected. [2] For the king himself was so corrupted in spirit by wine and women that, in his soberest and most serious moments, he would celebrate religious rites and act the mountebank in his palace,timbrel in hand, while the most important affairs of the government were managed by Agathocleia, the mistress of the king, and Oenanthe her mother, who was a bawd. [3] But in spite of all this, at the outset Cleomenes seemed to be of some use. For Ptolemy was afraid of his brother Magas, believing that Magas had a strong following among the soldiers owing to his mother's influence, and he therefore took Cleomenes into his following and gave him a place in his privy council, all the while plotting to kill his brother. But Cleomenes, although all other counsellors urged the king to take this step, alone advised against it, saying that it were better, were it possible, to get the king more brothers to increase the security and stability of his affairs. [4] And when Sosibius, who had the most influence among the king's ministers, declared that they could not be sure of the mercenaries as long as Magas was alive, Cleomenes bade him have no concern on that point at least; for more than three thousand of the mercenaries were Peloponnesians and attached to himself, and if he but gave them a nod they would readily come to his side in arms. [5] At the time this speech won for Cleomenes no little faith in his good will and belief in his strength; but afterwards, when Ptolemy's weakness intensified his cowardice, and, as is wont to happen where there is no sound judgment, His best course seemed to him to lie in fearing everybody and distrusting all men, it led the courtiers to be afraid of Cleomenes, on the ground that he had a strong following among the mercenaries; [6] and many of them were heard to say: ‘There goes the lion up and down along these sheep.’ And such, in fact, he clearly was among the courtiers, eyeing with quiet contempt and closely watching what was going on.

1 Ptolemy III., surnamed Euergetes, died in 220 B.C., and was followed by Ptolemy IV., surnamed Philopator.

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