Philip, being informed of the departure of the Romans from Elatia, and considering that, on the approaching contest, his kingdom was at hazard, thought it advisable to make an encouraging speech to his soldiers; in which, after he had expatiated on many topics often alluded to before, respecting the virtues of their ancestors, and the military fame of the Macedonians, he touched particularly on those considerations which at the time threw the greatest damp on their spirits, and on those by which they might be animated to some degree of confidence.

To the defeat thrice suffered at the narrow passes near the river Aous, by the phalanx of the Macedonians, he opposed the repulse given by main force to the Romans at Atrax: and even with respect to the former case, when they had not maintained possession of the pass leading into Epirus, he said, "the first fault was to be imputed to those who had been negligent in keeping the guards; and the second, to the light infantry and mercenaries in the time of the engagement; but that, as to the phalanx of the Macedonians, it had stood firm on that occasion; and would for ever remain invincible, on equal ground, and in regular fight." This body consisted of sixteen thousand men, the prime strength of the army, and of the kingdom.
Besides these, he had two thousand targeteers, called Peltastae; of Thracians, and Illyrians of the tribe called Trallians, the like number of two thousand; and of hired auxiliaries, collected out of various nations, about one thousand; and two thousand horse.

With this force the king waited for the enemy.

The Romans had nearly an equal number; in cavalry alone they had a superiority, by the addition of the Aetolians.
5.

Quinctius, having decamped to Thebes in Phthiotis, and having received encouragement to hope that the city would be betrayed to him by Timon, a leading man in the state, came up close to the walls with only a small number of cavalry and some light infantry.