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When Cyrus and his men had finished dinner and stationed guards, as was necessary, they went to rest. As for Croesus and his army, they fled straight towards Sardis, while the other contingents got away, each man as far as he could under cover of the night on his way toward home.

When daylight came, Cyrus led his army[*](The capture of Sardis) straight on against Sardis. And as soon as he came up to the walls of the city, he set up his engines as if intending to assault it and made ready his scaling ladders.

But though he did this, in the course of the following night he sent some Chaldaeans and Persians to climb up by what was considered the most precipitous side of the Sardian citadel. The way was shown them by a Persian who had been the slave of one of the guards of the acropolis and had discovered a way down to the river and up again by the same route.

When it became known that the citadel was taken, all the Lydians immediately fled from the walls to whatever part of the city they could. And Cyrus at daybreak entered the city and gave orders that not a man of his should stir from his post.

But Croesus shut himself up in his palace and called for Cyrus. Cyrus, however, left behind a guard to watch Croesus, while he himself drew off his army to the citadel now in his possession; for he saw that the Persians were holding guard over it, as it was[*](The Chaldaeans’ breach of discipline) their duty to do, but that the quarters of the Chaldaeans were deserted, for they had run down into the city to get plunder from the houses. He at once called their officers together and told them to leave his army with all speed.

For said he, I could not endure to see men who are guilty of insubordination better off than others. And let me tell you, he added, that I was getting ready to make you Chaldaeans who have been helping in my campaigns objects of envy in the eyes of all other Chaldaeans; but, as it is, you need not be surprised if some one who is your superior in strength should fall in with you, even as you go away.

When they heard this, the Chaldaeans were afraid; they besought him to lay aside his wrath and promised to give up their plunder. But he said he did not want it. But said he, if you wish[*](Good discipline rewarded) me to forget my displeasure, surrender all that you have taken to those who have not relaxed their guard of the citadel. For if the rest of the soldiers find out that those who have been obedient to orders are better off than the rest, everything will be as I wish.

The Chaldaeans, accordingly, did as Cyrus bade; and the obedient received a large amount of spoil of every description. And Cyrus encamped his men in that part of the city where he deemed it most convenient, ordering them to stay in their quarters and take luncheon there.

When he had attended to this, he ordered[*](Croesus before Cyrus) Croesus to be brought before him. And when Croesus saw Cyrus, he said: I salute you, my sovereign lord; for fortune grants that henceforth you should bear this title and I address you by it.