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and maintained a legion of soldiers； and； on occasion of the
contest between the kings； affected tyranny himself； came and
brought some small assistance to the people of Ptolemais； nor
indeed had the kings such a friendship for them； as that they
should hope for any advantage from them。 Both those kings were in
the case of wrestlers； who finding themselves deficient in。
strength； and yet being ashamed to yield； put off the fight by
laziness； and by lying still as long as they can。 The only hope
they had remaining was from the kings of Egypt； and from Ptolemy
Lathyrus； who now held Cyprus； and who came to Cyprus when he was
driven from the government of Egypt by Cleopatra his mother。 So
the people of Ptolemais sent to this Ptolemy Lathyrus； and
desired him to come as a confederate； to deliver them； now they
were in such danger； out of the hands of Alexander。 And as the
ambassadors gave him hopes； that if he would pass over into
Syria； he would have the people of Gaza on the side of those of
Ptolemais； as also they said； that Zoilus； and besides these the
Sidonians； and many others； would assist them； so he was elevated
at this； and got his fleet ready as soon as possible。
3。 But in this interval Demenetus； one that was of abilities to
persuade men to do as he would have them； and a leader of the
populace； made those of Ptolemais change their opinions； and said
to them； that it was better to run the hazard of being subject to
the Jews； than to admit of evident slavery by delivering
themselves up to a master； and besides that； to have not only a
war at present； but to expect a much greater war from Egypt； for
that Cleopatra would not overlook an army raised by Ptolemy for
himself out of the neighborhood； but would come against them with
a great army of her own； and this because she was laboring to
eject her son out of Cyprus also； that as for Ptolemy； if he fail
of his hopes； he can still retire to Cyprus； but that they will
be left in the greatest danger possible。 Now Ptolemy； although he
had heard of the change that was made in the people of Ptolemais；
yet did he still go on with his voyage； and came to the country
called Sycamine； and there set his army on shore。 This army of
his； in the whole horse and foot together； were about thirty
thousand； with which he marched near to Ptolemais； and there
pitched his camp。 But when the people of Ptolemais neither
received his ambassadors； nor would hear what they had to say； he
was under a very great concern。
4。 But when Zoilus and the people of Gaza came to him； and
desired his assistance； because their country was laid waste by
the Jews； and by Alexander； Alexander raised the siege； for fear
of Ptolemy： and when he had drawn off his army into his own
country； he used a stratagem afterwards； by privately inviting
Cleopatra to come against Ptolemy； but publicly pretending to
desire a league of friendship and mutual assistance with him； and
promising to give him four hundred talents of silver； he desired
that； by way of requital； he would take off Zoilus the tyrant；
and give his country to the Jews。 And then indeed Ptolemy； with
pleasure； made such a league of friendship with Alexander； and
subdued Zoilus； but when he afterwards heard that he had privily
sent to Cleopatra his mother； he broke the league with him； which
yet he had confirmed with an oath； and fell upon him； and
besieged Ptolemais； because it would not receive him。 However；
leaving his generals； with some part of his forces； to go on with
the siege； he went himself immediately with the rest to lay Judea
waste； and when Alexander understood this to be Ptolemy's
intention； he also got together about fifty thousand soldiers out
of his own country； nay； as some writers have said； eighty
thousand （33） He then took his army； and went to meet Ptolemy；
but Ptolemy fell upon Asochis； a city of Galilee； and took it by
force on the sabbath day； and there he took about ten thousand
slaves； and a great deal of other prey。
5。 He then tried to take Sepphoris； which was a city not far from
that which was destroyed； but lost many of his men； yet did he
then go to fight with Alexander； which Alexander met him at the
river Jordan； near a certain place called Saphoth； ＇not far from
the river Jordan；＇ and pitched his camp near to the enemy。 He had
however eight thousand in the first rank； which he styled
Hecatontomachi； having shields of brass。 Those in the first rank
of Ptolemy's soldiers also had shields covered with brass。 But
Ptolemy's soldiers in other respects were inferior to those of
Alexander； and therefore were more fearful of running hazards；
but Philostephanus； the camp…master； put great courage into them；
and ordered them to pass the river； which was between their
camps。 Nor did Alexander think fit to hinder their passage over
it； for he thought； that if the enemy had once gotten the river
on their back； that he should the easier take them prisoners；
when they could not flee out of the battle： in the beginning of
which； the acts on both sides； with their hands； and with their
alacrity； were alike； and a great slaughter was made by both the
armies； but Alexander was superior； till Philostephanus
opportunely brought up the auxiliaries； to help those that were
giving way； but as there were no auxiliaries to afford help to
that part of the Jews that gave way； it fell out that they fled；
and those near them did no assist them； but fled along with them。
However； Ptolemy's soldiers acted quite otherwise； for they
followed the Jews； and killed them； till at length those that
slew them pursued after them when they had made them all run
away； and slew them so long； that their weapons of iron were
blunted； and their hands quite tired with the slaughter； for the
report was； that thirty thousand men were then slain。 Timagenes
says they were fifty thousand。 As for the rest； they were part of
them taken captives； and the other part ran away to their own
country。
6。 After this victory； Ptolemy overran all the country； and when
night came on； he abode in certain villages of Judea； which when
he found full of women and children； he commanded his soldiers to
strangle them； and to cut them in pieces； and then to cast them
into boiling caldrons； and then to devour their limbs as
sacrifices。 This commandment was given； that such as fled from
the battle； and came to them； might suppose their enemies were
cannibals； and eat men's flesh； and might on that account be
still more terrified at them upon such a sight。 And both Strabo
and Nicholaus ＇of Damascus＇ affirm； that they used these people
after this manner； as I have already related。 Ptolemy also took
Ptolemais by force； as we have declared elsewhere。
CHAPTER 13。
How Alexander； upon the League of Mutual Defense Which Cleopatra
Had Agreed with Him； Made an Expedition Against Coelesyria； and
Utterly Overthrew the City of Gaza； and How He Slew Many Ten
Thousands of Jews That Rebelled Against Him。 Also Concerning
Antiochus Grypus； Seleucus Antiochus Cyziceius； and Antiochus
Pius； and Others。
1。 When Cleopatra saw that her son was grown great； and laid
Judea waste； without disturbance； and had gotten the city of Gaza
under his power； she resolved no longer to overlook what he did；
when he was almost at her gates； and she concluded； that now he
was so much stronger than before； he would be very desirous of
the dominion over the Egyptians； but she immediately marched
against him； with a fleet at sea and an army of foot on land； and
made Chelcias and Ananias the Jews generals of her whole army；
while she sent the greatest part of her riches； her
grandchildren； and her testament； to the people of Cos （34）
Cleopatra also ordered her son Alexander to sail with a great
fleet to Phoenicia； and when that country had revolted； she came
to Ptolemais； and because the people of Ptolemais did not receive
her； she besieged the city； but Ptolemy went out of Syria； and
made haste unto Egypt； supposing that he should find it destitute
of an army； and soon take it； though he failed of his hopes。 At
this time Chelcias； one of Cleopatra's generals； happened to die
in Celesyria； as he was in pursuit of Ptolemy。
2。 When Cleopatra heard of her son's attempt； and that his
Egyptian expedition did not succeed according to his
expectations； she sent thither part of her army； and drove him
out of that country； so when he was returned out of Egypt again；
he abode during the winter at Gaza； in which time Cleopatra took
the garrison that was in Ptolemais by siege； as well as the city；
and when Alexander came to her； he gave her presents； and such
marks of respect as were but proper； since under the miseries he
endured by Ptolemy he had no other refuge but her。 Now there were
some of her friends who persuaded her to seize Alexander； and to
overrun and take possession of the country； and not to sit still
and see such a multitude of brave Jews subject to one man。 But
Ananias's counsel was contrary to theirs； who said that she would
do an unjust action if she deprived a man that was her ally of
that authority which belonged to him； and this a man who is
related to us； 〃for （said he） I would not