This affront he resented so far as to resolve to give up the seal and lay down the office of general; but upon second thoughts he found it best to have patience, and presently marched with the Achaeans to Orchomenus and fought a battle with Megistonus, the stepfather of Cleomenes, where he got the victory, killing three hundred men and taking Megistonus prisoner. But whereas he used to be chosen general every other year, when his turn came and he was called to take upon him that charge, he declined it, and Timoxenus was chosen in his stead. The true cause of which was not the pique he was alleged to have taken at the people, but the ill circumstances of the Achaean affairs. For Cleomenes did not now invade them gently and tenderly as hitherto, as one controlled by the civil authorities, but having killed the Ephors, divided the lands, and made many of the stranger residents free of the city, he was responsible to no one in his government; and therefore fell in good earnest upon the Achaeans, and put forward his claim to the supreme military command. Wherefore Aratus is much blamed, that in a stormy and tempestuous time, like a cowardly pilot, he should forsake the helm when it was even perhaps his duty to have insisted, whether they would or no, on saving them; or if he thought the Achaean affairs desperate, to have yielded all up to Cleomenes, and not to have let Peloponnesus fall once again into barbarism with Macedonian garrisons, and Acro-Corinthus be occupied with Illyric and Gaulish soldiers, and, under the specious name of confederates, to have made those masters of the cities whom he had held it his business by arms and by policy to baffle and defeat, and, in the memoirs he left behind him, loaded with reproaches and insults. And say that Cleomenes was arbitrary and tyrannical, yet was he descended from the Heraclidae, and Sparta was his country, the obscurest citizens of which deserved to be preferred to the generalship before the best of the Macedonians by those that had any regard to the honour of Grecian birth. Besides, Cleomenes sued for that command over the Achaeans as one that would return the honour of that title with real kindnesses to the cities;whereas Antigonus, being declared absolute general by sea and land, would not accept the office unless Acro-Corinthus were by special agreement put into his hands, following the example of Aesop's hunter;for he would not get up and ride the Achaeans, who desired him so to do, and offered their backs to him by embassies and popular decrees, till, by a garrison and hostages, they had allowed him to bit and bridle them. Aratus exhausts all his powers of speech to show the necessity that was upon him. But Polybius writes, that long before this and before there was any necessity, apprehending the daring temper of Cleomenes, he communicated secretly with Antigonus, and that he had beforehand prevailed with the Megalopolitans to press the Achaeans to crave aid from Antigonus. For they were the most harassed by the war, Cleomenes continually plundering and ransacking their country. And so writes also Phylarchus, who, unless seconded by the testimony of Polybius, would not be altogether credited; for he is seized with enthusiasm when he so much as speaks a word of Cleomenes, and as if he were pleading, not writing a history, goes on throughout defending the one and accusing the other.
The Achaeans, therefore, lost Mantinea, which was recovered by Cleomenes, and being beaten in a great fight near Hecatombaeum, so general was the consternation, that they immediately sent to Cleomenes to desire him to come to Argos and take the command upon him. But Aratus, as soon as he understood that he was coming, and was got as far as Lerna with his troops, fearing the result, sent ambassadors to him, to request him to come accompanied with three hundred only, as to friends and confederates, and, if he mistrusted anything, he should receive hostages. Upon which Cleomenes, saying this was mere mockery and affront, went away, sending a letter to the Achaeans full of reproaches and accusation against Aratus. And Aratus also wrote letters against Cleomenes; and bitter revilings and railleries were current on both hands, not sparing even their marriages and wives.
Hereupon Cleomenes sent a herald to declare war against the Achaeans, and in the meantime missed very narrowly of taking Sicyon by treachery. Turning off at a little distance, he attacked and took Pellene which the Achaean general abandoned, and not long after took also Pheneus and Penteleum. Then immediately the Argives voluntarily joined with him, and the Philiasians received a garrison, and in short nothing among all their new acquisitions held firm to the Achaeans.
Aratus was encompassed on every side with clamour and confusion; he saw the whole of Peloponnesus shaking hands around him, and the cities everywhere set in revolt by men desirous of innovations.