During the Syrian War, after being defeated in Greece, Antiochus III retreated to Asia. To his surprise, in late 190 BC the Romans crossed over into Asia for the first time, where Antiochus was gathering his forces. The Roman army was under the nominal command of the inexperienced consul, Lucius Cornelius Scipio, but actually led by his brother Publius Scipio Africanus, the conquerer of Hannibal. At the request of Eumenes II, King of Pergamon, whose capital was under seige by the Seleucids, Scipio boldly advanced on Antiochus' position.
Pursued in mid-December by the Romans up the river Phrygius, the Seleucids established a camp near Magnesia. Romans had about 30,000 troops and 2,800 cavalry, including 800 from Pergamon, under king Eumenes II. Antiochus' army numbered some 70,000, and had among it elephants, scythe-chariots, and heavily armored cavalry. Despite his overwhelming advantage in numbers, Antiochus, knowing the power of the legions, was loath to fight, staying in a strongly fortified camp on Mount Sipylos near the town of Magnesia on the Hermos river in Lydia.
Africanus fell ill, and command devolved to his adjutant Gnaeus Domitius. Domitius repeatedly offered battle while Antiochus refused it. After a week, Antiochus, perhaps seeing that his men were becoming demoralized by his lack of action in the face of such a small opposition force, finally came out to fight.
As the armies were arrayed for battle, it is said that he turned to Hannibal, the famous Carthaginian general who accompanied his entourage, to enquire whether these forces grandly arrayed in their gold, jewels and rich silks would be enough for the Romans. "Indeed they will be more than enough," replied Hannibal, "even though the Romans are the greediest nation on earth!"
Orders of battle Roman infantry (c. 22,000) in the center on the right were some 3,000 light-armed Achaean and Pergamene infantry, then most of the cavalry (including the Pergamene contingent), and finally 500 more light-armed infantry on the left they posted a small cavalry force and relied on the steep banks fo a river for protection on that side; kept their 16 African elephants behind the lines as a reserve, since they knew Antiochus had a far greater number of Indian elephants (54). Antiochus put his phalanx of 16,000 in the center, 32 ranks deep, divided into 10 sections with 2 elephants in each gap on the right, he put 1,500 Galatian infantry, 3,000 heavily armored cavalry, and another 1,000 regular cavalry, followed by 16 elephants, the royal bodyguard, 1,200 mounted archers, 3,000 light infantry and 2,500 archers, and finally 4,000 slingers and archers on the left, 3,500 allied infantry; 2,700 light-armed auxilliaries; 3,000 heavily armoured cavalry and 1,000 regular, and in front of that his scythe chariots and camel-mounted Arab archer-swordsmen; then a mass of light-armed troops and 16 elephants
Eumenes at the outset disposed of the scythe-chariots and camels by sending in archers, slingers, and dart-throwers, with some cavalry support, to shower the horses with missiles ended up throwing the horses and camels into a panic, disposing of that threat before the battle proper began the panicked chariots also caused most of the supporting troops on Antiochus' left to take flight, leaving the armored cavalry holding that wing.
The battle began with a charge by the powerful Seleucid right cavalry wing commanded by Antiochus himself. This drove their opponents from the field and drew the Seleucid horse off in pursuit. Eumenes, commanding the Roman right wing, then attacked and broke the Seleucid left wing. Antiochus pursued the retreating legion as far as the Roman camp, which was stoutly defended by the tribune Aemilius.
Eumenes had routed the Seleucid wing opposed to him, and the elephants intermingled with the formidable Seleucid phalanx had been panicked by the Roman light troops, allowing the legions to conduct their bloody execution amongst the Seleucid infantry.
In the centre, the Seleucid pike phalanx was arrayed with elephants in the intervals. Romans took advantage of this disturbance on the enemy's left and sent their cavalry against the flank Antiochus' heavy cavalry, without its proper auxilliary support, was broken immediately (many of them cut down because their heaviness prevented effective evasion), and the Romans proceeded to hit the light-armed troops between the cavalry and the phalanx when these were broken, panic began to spread into Antiochus' phalanx. They put up a good fight against the Roman legionaries, until the elephants were driven off and the pikes were outflanked and destroyed. Romans moved their infantry forward, began pelting Antiochus' phalanx with their javelins. Roman soldiers moved out of the way of the elephants and cut their hamstrings as opportunity allowed.
The Seleucid force was essentially annihilated before the cavalry under Antiochus could return to the field. Thus, just like in the previous battles of Raphia and Ipsus, the lack of control over the cavalry arm lost the battle. As at Raphia 27 years before, his pursuit was over-long and by the time he returned to the centre of the battlefield his cause was lost.
On the Roman left, however, Antiochus was able to press on the enemy's lightly-guarded flank, which had moved away from the river banks to maintain contact with the center drove the Roman cavalry and some of the infantry back to the Roman camp. When the Romans approached the camp, they were ordered to return to battle, and reinforced by reserves from the camp and a detachment of cavalry from the right (where Antiochus by now was routed) turned to make a stand. When Antiochus saw the soldiers he had been pursuing turn about to face him again, with reinforcements approaching, he turned and fled
By now, all of Antiochus' army was in a dangerously chaotic rout Antiochus' pursuit on his right meant that now both flanks of his phalanx were pretty much unprotected Romans pursued, slaughtered, and took Antiochus' camp. Antiochus' losses said to be some 50,000 infantry and 3,000 cavalry, with 1,400 captured along with 15 elephants Roman losses were only 300 infantry and 49 cavalry Magnesia left Antiochus more or less completely impotent.
The battle established the Attalid dynasty of Pergamon as the dominant power in Asia Minor. Two years later Antiochus was forced to agree to a humiliating peace, which settled the fate of Greece and effectively ended Seleucid influence in the Mediterranean.
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