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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 have thee ignorant of this, that what in justice thou dost to him will make all us that are Jews to be thy enemies. This desire of Ananias Cleopatra complied with, and did no injury to Alexander, but made a league of mutual assistance with him at Scythopolis, a city of Celesyria.

3. So when Alexander was delivered from the fear he was in of Ptolemy, he presently made an expedition against Coelesyria. He also took Gadara, after a siege of ten months. He took also Areathus, a very strong fortress belonging to the inhabitants above Jordan, where Theodorus, the son of Zeno, had his chief treasure, and what he esteemed most precious. This Zeno fell unexpectedly upon the Jews, and slew ten thousand of them, and seized upon