Philopoemen, finding them in this condition, yielded not to any such considerations, nor would pass it over as formerly; but went himself from town to town, where, speaking with the young men, one by one, he endeavoured to excite a spirit of ambition and love of honour among them, using punishment also, where it was necessary. And then by public exercises, reviews, and contests in the presence of numerous spectators, in a little time he made them wonderfully strong and bold, and, which is reckoned of greatest consequence in military service, light and agile. With use and industry they grew so perfect, to such a command of their horses, such a ready exactness in wheeling round in their troops, that in any change of posture the whole body seemed to move with all the facility and promptitude, and, as it were, with the single will of one man. In the great battle which they fought with the Aetolians and Eleans by the river Larissus, he set them an example himself. Damophantus, general of the Elean horse, singled out Philopoemen, and rode with full speed at him. Philopoemen awaited his charge, and, before receiving the stroke, with a violent blow of his spear threw him dead to the ground: upon whose fall the enemy fled immediately. And now Philopoemen was in everybody's mouth, as a man who in actual fighting with his own hand yielded not to the youngest, nor in good conduct to the oldest, and there came not into the field any better soldier or commander.
Aratus, indeed, was the first who raised the Achaeans, inconsiderable till then, into reputation and power, by uniting their divided cities into one commonwealth, and establishing amongst them a humane and truly Grecian form of government; and hence it happened, as in running waters, where, when a few little particles of matter once stop, others stick to them, and one part strengthening another, the whole becomes firm and solid; so in a general weakness, when every city relying only on itself, all Greece was giving way to an easy dissolution, the Achaeans, first forming themselves into a body, and then drawing in their neighbours round about, some by protection, delivering them from their tyrants, others by peaceful consent and by naturalization, designed at last to bring all Peloponnesus into one community. Yet while Aratus lived, they depended much on the Macedonians, courting first Ptolemy, then Antigonus and Philip, who all took part continually in whatever concerned the affairs of Greece. But when Philopoemen came to a command, the Achaeans, feeling themselves a match for the most powerful of their enemies, declined foreign support. The truth is, Aratus, as we have written in his life, was not of so warlike a temper, but did most by policy and gentleness, and friendships with foreign princes; but Philopoemen being a man both of execution and command, a great soldier, and fortunate in his first attempts, wonderfully heightened both the power and courage of the Achaeans, accustomed to victory under his conduct.
But first he altered what he found amiss in their arms and form of battle. Hitherto they had used light, thin bucklers, too narrow to cover the body, and javelins much shorter than pikes. By which means they were skilful in skirmishing at a distance, but in a close fight had much the disadvantage. Then in drawing their forces up for battle, they were never accustomed to form in regular divisions; and their line being unprotected either by the thick array of projecting spears or by their shields, as in the Macedonian phalanx, where the soldiers close and their shields touch, they were easily opened and broken. Philopoemen reformed all this, persuading them to change the narrow target and short javelin into a large shield and long pike;to arm their heads, bodies, thighs, and legs; and instead of loose skirmishing, fight firmly and foot to foot. After he had brought them all to wear full armour, and by that means into the confidence of thinking themselves now invincible, he turned what before had been idle profusion and luxury into an honourable expense. For being long used to vie with each other in their dress, and furniture of their houses, and service of their tables, and to glory in outdoing one another, the disease by custom was grown incurable, and there was no possibility of removing it altogether. But he diverted the passion, and brought them, instead of these superfluities, to love useful and more manly display, and reducing their other expenses, to take delight in appearing magnificent in their equipage of war. Nothing then was to be seen in the shops but plate breaking up, or melting down, gilding of breastplate, and studding bucklers and bits with silver; nothing in the places of exercise, but horses managing, and young men exercising their arms; nothing in the hands of the women, but helmets and crests of feathers to be dyed, and military cloaks and riding-frocks to be embroidered; the very sight of all which, quickening and raising their spirits, made them contemn dangers, and feel ready to venture on any honourable dangers. Other kinds of sumptuosity give us pleasure, but make us effeminate; the tickling of the sense slackening the vigour of the mind; but magnificence of this kind strengthens and heightens the courage; as Homer makes Achilles at the sight of his new arms exulting with joy, and on fire to use them. When Philopoemen had obtained of them to arm, and set themselves out in this manner, he proceeded to train them, mustering and exercising them perpetually; in which they obeyed him with great zeal and eagerness. For they were wonderfully pleased with their new form of battle, which being so knit and cemented together, seemed almost incapable of being broken. And then their arms, which for their riches and beauty they wore with pleasure, becoming light and easy to them with constant use, they longed for nothing more than to try them with an enemy, and fight in earnest.