the twelfth legion entire, and out of each of the rest he selected two
thousand, with six cohorts of footmen, and four troops of horsemen,
besides those auxiliaries which were sent by the kings; of which
Antiochus sent two thousand horsemen, and three thousand footmen, with
as many archers; and Agrippa sent the same number of footmen, and one
thousand horsemen; Sohemus also followed with four thousand, a third
part whereof were horsemen, but most part were archers, and thus did
he march to Ptolemais. There were also great numbers of auxiliaries
gathered together from the [free] cities, who indeed had not the same
skill in martial affairs, but made up in their alacrity and in their
hatred to the Jews what they wanted in skill. There came also along with
Cestius Agrippa himself, both as a guide in his march over the country,
and a director what was fit to be done; so Cestius took part of his
forces, and marched hastily to Zabulon, a strong city of Galilee, which
was called the City of Men, and divides the country of Ptolemais from
our nation; this he found deserted by its men, the multitude having fled
to the mountains, but full of all sorts of good things; those he gave
leave to the soldiers to plunder, and set fire to the city, although it
was of admirable beauty, and had its houses built like those in Tyre,
and Sidon, and Berytus. After this he overran all the country, and
seized upon whatsoever came in his way, and set fire to the villages
that were round about them, and then returned to Ptolemais. But when the
Syrians, and especially those of Berytus, were busy in plundering,
the Jews pulled up their courage again, for they knew that Cestius was
retired, and fell upon those that were left behind unexpectedly, and
destroyed about two thousand of them. [27]

10. And now Cestius himself marched from Ptolemais, and came to Cesarea;
but he sent part of his army before him to Joppa, and gave order, that
if they could take that city [by surprise] they should keep it; but that
in case the citizens should perceive they were coming to attack them,
that they then should stay for him, and for the rest of the army. So
some of them made a brisk march by the sea-side, and some by land, and
so coming upon them on both sides, they took the city with ease; and as
the inhabitants had made no provision beforehand for a flight, nor had
gotten any thing ready for fighting, the soldiers fell upon them, and
slew them all, with their families