• a diminished Macedonian kingdom was attacked by the Illyrian army of Bardylis, the greatest military power in the Balkans
• in a battle, Perdiccas and more than 4000 soldiers were killed and some of the Illyrians stayed to occupy the cities of Upper Macedonia which was an appalling prospect for the Macedonians
• Philip enters the picture at this stage

• elected Regent/guardian for Amyntas and deputy of the king as commander in chief
• his first act was to recall troops from Amphipolis and to deal with Athenian landing at Methone which was led by Mantias with 3000 hoplites who intended to put Argaeus on the throne in order to recover possession of Amphipolis
• Argaeus wasintercepted by Philip who wins; thus peace and friendship = voted in Athens towards Philip and theMacedonians
• Philip begins a reorganization of the Macedon army; major innovation was the introduction of the 16-foot sarissa/pike

Phil held continuous maneuvers under arms and conducted training exercises under combat conditions for the new army. In other words, he developed a professional army. Center of army was the corps of 4000 Hetairoi who were ethnic Macedonians, full citizens, and seated in the Assembly

• Philip attacked the Paeonians whose king had just died, defeated them, and made them obedient to the Macedonians;
• Philip challenged Bardylis & caused huge casualties among the Illyrians; then sued for peace with Illyrians;
• Philip recognized that Macedonia would never be safe with an army of only 10,000 men; therefore he persuaded the liberated tribal states of Upper Macedon to enter his kingdom completely, depose their own kings, and enlarge his field army

Philip transplanted entire city populations from Lower Macedonia to suitable sites in Upper Macedonia; his objectives were to develop agriculture and commerce (done at the expense of transhumant pastoralism), to recruit from the cities suitable men for the field army and make them Macedonians;

Of Philip, the historian Theopompos wrote: "As shepherds move their flocks now to winter, now to summer pastures, so he transplanted populations and cities at his own discretion, wherever he thought that places should be replenished or abandoned....Some populations he placed on the very frontiers opposite his enemies; others he settled in the furthest parts of the kingdom; and some peoples whom he had captured in war were divided up and sent to supplement the populations of the cities. And so it was that he created out of many tribes and races one kingdom and one people."

• within 6 years, the number of Companion Cavalry and Companion Infantry had doubled and then tripled by time of his death;
• building of new towns and roads was done by army;
• in westernmost part of his enlarged kingdom there were Illyrians whom he made his subjects (they paid him taxes and were subject to his direct rule, but they were left free to practice their own religion and manage their own affairs and speak their own language);
• after some successes, Philip attacks Amphipolis and after several months captured the city which he then declared independent and then laid siege to Pydna

• Philip laid siege to Potideia; natives were sold into slavery; Athenians were sent home w/o ransom; and city = handed over to Chalcidians;
• Philip advanced to Crenides which he enlarged and re-nameed Philippi; he treated it as an independent Greek city, but he took a large % of its gold and silver

Philip lost his right eye in the siege of Methone; afterwards he razed the city

• Philip attacked Olynthus
• city was razed, its contents looted, and the population sold into slavery as treacherous allies and breakers of solemn oaths

Philip arranges the marriage of Alexander (the brother of Olympias) to Cleopatra (daughter of Olympias)

• at dawn, at a banquet in the theater at Aegae
• Philip enters theater preceded by 12 gods and a statue of Philip “fit for a god, since he was showing himself off as sharing in throne with the 12 gods”
• as Pausanias runs away he trips over some vines and three other Bodyguards rush forward and kill him
• Philip is dead at age of 46

• Alexander is selected king and undertakes first to investigate the murder
• a conspiracy is suggested
• corpse of Pausanias is put on trial; found guilty; exposed and burnt and, according to Macedonian law, his 3 sons are also executed