[3] Aemilius, coming against such an adversary, scorned him indeed, but admired his preparations and his army. For Perseus had four thousand horsemen, and not much fewer than forty thousand heavy-armed footmen. And planting himself with the sea behind him, along the foot-hills of Mount Olympus, on ground which nowhere afforded an approach, and which had been fortified on all sides by him with bulwarks and outworks of wood, he lay in great security, thinking that by delay and expense he would wear out Aemilius. [4] But Aemilius was a man who clung to his purpose, and tested every plan and method of attack; seeing, however, that his army, by reason of their former license, was impatient of delay, and inclined to dictate to their general many impracticable things, he rebuked them, and instructed them to take no thought or concern for anything, except how each man might keep himself and his armour in readiness for action, and ply his sword in Roman fashion, when their general gave them the opportunity. [5] Furthermore, he ordered the night watchmen to keep watch without their spears, with the idea that they would be more on the alert and would struggle more successfully against sleep, if they were unable to defend themselves against their enemies when they approached.