Among the refugees who arrived there were certainly a number of efficient soldiers and capable officers, especially those belonging to the former Spanish army; but the number of those who came to serve and fight was just as small as that of the generals of quality who called themselves proconsuls and imperators with as good title as Pompeius, and of the genteel lords who took part in active military service more or less reluctantly, was alarmingly great. Through these the mode of life in the capital was introduced into the camp, not at all to the advantage of the army; the tents of such grandees were graceful bowers, the ground elegantly covered with fresh turf, the walls clothed with ivy; silver plate stood on the table, and the wine-cup often circulated there even in broad daylight. Those fashionable warriors formed a singular contrast with Caesar's daredevils, who ate coarse bread from which the former recoiled, and who, when that failed, devoured even roots and swore that they would rather chew the bark of trees than desist from the enemy. While, moreover, the action of Pompeius was hampered by the necessity of having regard to the authority of a collegiate board personally disinclined to him, this embarrassment was singularly increased when the senate of emigrants took up its abode almost in his very headquarters and all the venom of the emigrants now found vent in these senatorial sittings.

Lastly there was nowhere any man of mark, who could have thrown his own weight into the scale against all these preposterous doings. Pompeius himself was intellectually far too secondary for that purpose, and far too hesitating, awkward, and reserved. Marcus Cato would have had at least the requisite moral authority, and would not have lacked the good will to support Pompeius with it; but Pompeius, instead of calling him to his assistance, out of distrustful jealousy kept him in the background, and preferred for instance to commit the highly important chief command of the fleet to the in every respect incapable Marcus Bibulus rather than to Cato.

While Pompeius thus treated the political aspect of his position with his characteristic perversity, and did his best to make what was already bad in itself still worse, he devoted himself on the other hand with commendable zeal to his duty of giving military organization to the considerable but scattered forces of his party. The flower of his force was composed of the troops brought with him from Italy, out of which with the supplementary aid of the Illyrian prisoners of war and the Romans domiciled in Greece five legions in all were formed. Three others came from the east - the two Syrian legions formed from the remains of the army of Crassus, and one made up out of the two weak legions hitherto stationed in Cilicia.

Nothing stood in the way of the withdrawal of these corps of occupation: because on the one hand the Pompeians had an understanding with the Parthians, and might even have had an alliance with them if Pompeius had not indignantly refused to pay them the price which they demanded for it - the cession of the Syrian province added by himself to the empire; and on the other hand Caesar's plan of despatching two legions to Syria, and inducing the Jews once more to take up arms by means of the prince Aristobulus kept a prisoner in Rome, was frustrated partly by other causes, partly by the death of Aristobulus. New legions were moreover raised - one from the veteran soldiers settled in Crete and Macedonia, two from the Romans of Asia Minor. To all these fell to be added 2000 volunteers, who were derived from the remains of the Spanish select corps and other similar sources; and, lastly, the contingents of the subjects. Pompeius like Caesar had disdained to make requisitions of infantry from them; only the Epirot, Aetolian, and Thracian militia were called out to guard the coast, and moreover 3000 archers from Greece and Asia Minor and 1200 slingers were taken up as light troops.

The cavalry on the other hand - with the exception of a noble guard, more respectable than militarily important, formed from the young aristocracy of Rome, and of the Apulian slave-herdsmen whom Pompeius had mounted[25] - consisted exclusively of the contingents of the subjects and clients of Rome. The flower of it consisted of the Celts, partly from the garrison of Alexandria[26], partly the contingents of king Deiotarus who in spite of his great age had appeared in person at the head of his troops, and of the other Galatian dynasts. With them were associated the excellent Thracian horsemen, who were partly brought up by their princes Sadala and Rhascuporis, partly enlisted by Pompeius in the Macedonian province; the Cappadocian cavalry; the mounted archers sent by Antiochus king of Commagene; the contingents of the Armenians from the west side of the Euphrates under Taxiles, and from the other side under Megabates, and the Numidian bands sent by king Juba - the whole body amounted to 7000 horsemen.

Lastly the fleet of Pompeius was very considerable. It was formed partly of the Roman transports brought from Brundisium or subsequently built, partly of the war vessels of the king of Egypt, of the Colchian princes, of the Cilician dynast Tarcondimotus, of the cities of Tyre, Rhodes, Athens, Corcyra, and generally of all the Asiatic and Greek maritime states; and it numbered nearly 500 sail, of which the Roman vessels formed a fifth. Immense magazines of corn and military stores were accumulated in Dyrrhachium. The war-chest was well filled, for the Pompeians found themselves in possession of the principal sources of the public revenue and turned to their own account the moneyed resources of the client-princes, of the senators of distinction, of the farmers of the taxes, and generally of the whole Roman and non-Roman population within their reach. Every appliance that the reputation of the legitimate government and the much-renowned protectorship of Pompeius over kings and peoples could move in Africa, Egypt, Macedonia, Greece, Western Asia and Syria, had been put in motion for the protection of the Roman republic; the report which circulated in Italy that Pompeius was arming the Getae, Colchians, and Armenians against Rome, and the designation of "king of king" given to Pompeius in the camp, could hardly be called exaggerations. On the whole he had command over an army of 7000 cavalry and eleven legions, of which it is true, but five at the most could be described as accustomed to war, and over a fleet of 500 sail.

The temper of the soldiers, for whose provisioning and pay Pompeius manifested adequate care, and to whom in the event of victory the most abundant rewards were promised, was throughout good, in several - and these precisely the most efficient - divisions even excellent but a great part of the army consisted of newly-raised troops, the formation and training of which, however zealously it was prosecuted, necessarily required time. The force altogether was imposing, but at the same time of a somewhat motley character.

According to the design of the commander-in-chief the army and fleet were to be in substance completely united by the winter of 705-706 along the coast and in the waters of Epirus. The admiral Bibulus had already arrived with no ships at his new headquarters, Corcyra. On the other hand the land-army, the headquarters of which had been during the summer at Berrhoea on the Haliacmon, had not yet come up; the mass of it was moving slowly along the great highway from Thessalonica towards the west coast to the future headquarters Dyrrhachium; the two legions, which Metellus Scipio was bringing up from Syria, remained at Pergamus in Asia for winter quarters and were expected in Europe only towards spring. They were taking time in fact for their movements. For the moment the ports of Epirus were guarded, over and above the fleet, merely by their own civic defences and the levies of the adjoining districts.