1. When Cleopatra saw that her son was grown great, and laid Judea waste, without disturbance, and had gotten the city of Gaza under his power, she resolved no longer to overlook what he did, when he was almost at her gates; and she concluded, that now he was so much stronger than before, he would be very desirous of the dominion over the Egyptians; but she immediately marched against him, with a fleet at sea and an army of foot on land, and made Chelcias and Ananias the Jews generals of her whole army, while she sent the greatest part of her riches, her grandchildren, and her testament, to the people of Cos [34] Cleopatra also ordered her son Alexander to sail with a great fleet to Phoenicia; and when that country had revolted, she came to Ptolemais; and because the people of Ptolemais did not receive her, she besieged the city; but Ptolemy went out of Syria, and made haste unto Egypt, supposing that he should find it destitute of an army, and soon take it, though he failed of his hopes. At this time Chelcias, one of Cleopatra's generals, happened to die in Celesyria, as he was in pursuit of Ptolemy.

2. When Cleopatra heard of her son's attempt, and that his Egyptian expedition did not succeed according to his expectations, she sent thither part of her army, and drove him out of that country; so when he was returned out of Egypt again, he abode during the winter at Gaza, in which time Cleopatra took the garrison that was in Ptolemais by siege, as well as the city; and when Alexander came to her, he gave her presents, and such marks of respect as were but proper, since under the miseries he endured by Ptolemy he had no other refuge but her. Now there were some of her friends who persuaded her to seize Alexander, and to overrun and take possession of the country, and not to sit still and see such a multitude of brave Jews subject to one man. But Ananias's counsel was contrary to theirs, who said that she would do an unjust action if she deprived a man that was her ally of that authority which belonged to him, and this a man who is related to us; "for [said he] I would not have thee ignorant of this, that what in justice thou dost to him will make all us that are Jews to be thy enemies." This desire of Ananias Cleopatra complied with, and did no injury to Alexander, but made a league of mutual assistance with him at Scythopolis, a city of Celesyria.

3. So when Alexander was delivered from the fear he was in of Ptolemy, he presently made an expedition against Coelesyria. He also took Gadara, after a siege of ten months. He took also Areathus, a very strong fortress belonging to the inhabitants above Jordan, where Theodorus, the son of Zeno, had his chief treasure, and what he esteemed most precious. This Zeno fell unexpectedly upon the Jews, and slew ten thousand of them, and seized upon Alexander's baggage. Yet did not this misfortune terrify Alexander; but he made an expedition upon the maritime parts of the country, Raphia and Anthedon, [the name of which king Herod afterwards changed to Agrippias,] and took even that by force. But when Alexander saw that Ptolemy was retired from Gaza to Cyprus, and his mother Cleopatra was returned to Egypt, he grew angry at the people of Gaza, because they had invited Ptolemy to assist them, and besieged their city, and ravaged their country. But as Apollodotus, the general of the army of Gaza, fell upon the camp of the Jews by night, with two thousand foreign and ten thousand of his own forces, while the night lasted, those of Gaza prevailed, because the enemy was made to believe that it was Ptolemy who attacked them; but when day was come on, and that mistake was corrected, and the Jews knew the truth of the matter, they came back again, and fell upon those of Gaza, and slew of them about a thousand. But as those of Gaza stoutly resisted them, and would not yield for either their want of any thing, nor for the great multitude that were slain, [for they would rather suffer any hardship whatever than come under the power of their enemies,] Aretas, king of the Arabians, a person then very illustrious, encouraged them to go on with alacrity, and promised them that he would come to their assistance; but it happened that before he came Apollodotus was slain; for his brother Lysimachus envying him for the great reputation he had gained among the citizens, slew him, and got the army together, and delivered up the city to Alexander, who, when he came in at first, lay quiet, but afterward set his army upon the inhabitants of Gaza, and gave them leave to punish them; so some went one way, and some went another, and slew the inhabitants of Gaza; yet were not they of cowardly hearts, but opposed those that came to slay them, and slew as many of the Jews; and some of them, when they saw themselves deserted, burnt their own houses, that the enemy might get none of their spoils; nay, some of them, with their own hands, slew their children and their wives, having no other way but this of avoiding slavery for them; but the senators, who were in all five hundred, fled to Apollo's temple, [for this attack happened to be made as they were sitting,] whom Alexander slew; and when he had utterly overthrown their city, he returned to Jerusalem, having spent a year in that siege.

4. About this very time Antiochus, who was called Grypus, died [35] His death was caused by Heracleon's treachery, when he had lived forty-five years, and had reigned twenty-nine. [36] His son Seleucus succeeded him in the kingdom, and made war with Antiochus, his father's brother, who was called Antiochus Cyzicenus, and beat him, and took him prisoner, and slew him. But after a while Antiochus, the son of Cyzicenus, who was called Pius, came to Aradus, and put the diadem on his own head, and made war with Seleucus, and beat him, and drove him out of all Syria. But when he fled out of Syria, he came to Mopsuestia again, and levied money upon them; but the people of Mopsuestin had indignation at what he did, and burnt down his palace, and slew him, together with his friends. But when Antiochus, the son of Cyzicenus, was king of Syria, Antiochus, [37] the brother of Seleucus, made war upon him, and was overcome, and destroyed, he and his army. After him, his brother Philip put on the diadem, and reigned over some part of Syria; but Ptolemy Lathyrus sent for his fourth brother Demetrius, who was called Eucerus, from Cnidus, and made him king of Damascus. Both these brothers did Antiochus vehemently oppose, but presently died; for when he was come as an auxiliary to Laodice, queen of the Gileadites, [38] when she was making war against the Parthians, and he was fighting courageously, he fell, while Demetrius and Philip governed Syria, as hath been elsewhere related.

5. As to Alexander, his own people were seditious against him; for at a festival which was then celebrated, when he stood upon the altar, and was going to sacrifice, the nation rose upon him, and pelted him with citrons [which they then had in their hands, because] the law of the Jews required that at the feast of tabernacles every one should have branches of the palm tree and citron tree; which thing we have elsewhere related. They also reviled him, as derived from a captive, and so unworthy of his dignity and of sacrificing. At this he was in a rage, and slew of them about six thousand. He also built a partition-wall of wood round the altar and the temple, as far as that partition within which it was only lawful for the priests to enter; and by this means he obstructed the multitude from coming at him. He also maintained foreigners of Pisidie and Cilicia; for as to the Syrians, he was at war with them, and so made no use of them. He also overcame the Arabians, such as the Moabites and Gileadites, and made them bring tribute. Moreover, he demolished Amathus, while Theodorus [39] durst not fight with him; but as he had joined battle with Obedas, king of the Arabians, and fell into an ambush in the places that were rugged and difficult to be traveled over, he was thrown down into a deep valley, by the multitude of the camels at Gadurn, a village of Gilead, and hardly escaped with his life. From thence he fled to Jerusalem, where, besides his other ill success, the nation insulted him, and he fought against them for six years, and slew no fewer than fifty thousand of them. And when he desired that they would desist from their ill-will to him, they hated him so much the more, on account of what had already happened; and when he had asked them what he ought to do, they all cried out, that he ought to kill himself. They also sent to Demetrius Eucerus, and desired him to make a league of mutual defense with them.