Egypt had been governed by kings of more than usual wisdom for above one hundred years, and was at the very height of its power when Philopator came to the throne.  He found himself master of Ethiopia, Cy-rene, Phoenicia, Coele-Syria, part of Upper Syria, Cyprus, Rhodes, the cities along the coast of Asia Minor from Pamphilia to Lysimachia, and the cities of AEnos and Maronea in Thrace.  The unwilling obedience of distant provinces usually costs more than it is worth; but many of these possessions across the Mediterranean had put themselves willingly into the power of his predecessors for the sake of their protection, and they cost little more than a message to warn off invaders.  Egypt was the greatest naval power in the world, having the command of the sea and the whole of the coast at the eastern end of the Mediterranean.

On the death of Euergetes, the happiness of the people came to an end.  The first trouble arose from the loose and vicious habits of the new king, and was an attempt made upon his life by Cleomenes, who found the palace in Alexandria had now become a prison.  The Spartan took advantage of the king’s being at Canopus to escape from his guards, and to raise a riot in Alexandria; but not being able to gain the citadel, and seeing that disgrace and death must follow upon his failure, he stabbed himself with his own dagger.

The kingdom of Syria, after being humbled by Ptolemy Euergetes, had risen lately under the able rule of Antiochus, son of Seleucus Callinicus.  He was a man possessed of abilities of a high order.  His energy and courage soon recovered from Egypt the provinces that Syria had before lost, and afterwards gained for him the name of Antiochus the Great.  He made himself master of the city of Damascus by a stratagem.  Soon after this, Seleucia, the capital, which had been taken by Euergetes, was retaken by Antiochus, or rather given up to him by treachery.  Theodotus also, the Alexandrian governor of Coele-Syria, delivered up to him that province; and Antiochus marched southward, and had taken Tyre and Ptolemais before the Egyptian army could be brought into the field.  There he gained forty ships of war, of which twenty were decked vessels with four banks of oars, and the others smaller.  He then marched towards Egypt, and on his way learned that Ptolemy was at Memphis.  On his arrival at Pelusium he found that the place was strongly guarded, and that the garrison had opened the flood-gates from the neighbouring lake, and thereby spoiled the fresh water of all the neighbourhood; he therefore did not lay siege to that city, but seized many of the open towns on the east side of the Nile.