The inhabitants of Mallaea, making a voluntary submission, were received into alliance.
From Perrhaebia, Amynander advised to march to Gomphi, because that city lies close to Athamania, and there was reason to think that it might be reduced without any great difficulty.

But the Aetolians, for the sake of plunder, directed their march to the rich plains of Thessaly.

Amynander following, though he did not approve either of their careless method of carrying on their depredations, or of their pitching their camp in any place which chance presented, without choice, and without taking any care to fortify it.

Therefore, lest their rashness and negligence might be the cause of some misfortune to himself and his troops, when he saw them forming their camp in low grounds, under the city Phecadus, he took possession, with his own troops, of an eminence about five hundred paces distant, which could be rendered secure by a slight fortification.

The Aetolians seemed to have forgotten that they were in an enemy's country, excepting that they continued to plunder, some straggling about half-armed, others spending whole days and nights alike in drinking and sleeping in the camp, neglecting even to fix guards, when Philip unexpectedly came upon them.