Croesus's empire in 541 BCE, and, then, the Neo-Babylonian Empire in 539 BCE. Herodotus also describes how, just like his predecessor, Amasis relied on Greek mercenaries and councilmen. One such figure was Phanes of Halicarnassus, who would later leave Amasis, for reasons that Herodotus does not clearly know, but suspects were personal between the two figures. Amasis sent one of his eunuchs to capture Phanes, but the eunuch was bested by the wise councilman and Phanes fled to Persia, meeting up with Cambyses and providing advice for his invasion of Egypt. Egypt was finally lost to the Persians during the battle of Pelusium in 525 BCE. Defeat of Psamtik III at Pelusium Amasis II died in 526 BCE, before the Achaemenid invasion, and was succeeded by Psamtik III, who only ruled for six months. A few days after his coronation, rain fell at Thebes, which was a rare event that frightened some Egyptians, who interpreted this as a bad omen. The young and inexperienced pharaoh was no match for the invading Persians. After the Persians under Cambyses had crossed the Sinai desert with the aid of the Arabians, a bitter battle was fought near Pelusium, a city on Egypt's eastern frontier, in the spring of 525 BCE. The Egyptians were defeated at Pelusium and Psamtik was betrayed by one of his allies, Phanes of Halicarnassus. Consequently, Psamtik and his army were compelled to withdraw to Memphis. The Persians captured the city after a long siege, and captured Psamtik after its fall. Shortly thereafter, Cambyses ordered the public execution of two thousand of the principal citizens, including (it is said) a son of the fallen king. Psamtik's captivity and subsequent execution are described in The Histories by Herodotus, Book III, sections 14 and 15. Psamtik's daughter and the daughters of all the Egyptian noblemen were enslaved. Psamtik's son and two thousand other sons of noblemen were sentenced to death, in retaliation for the murder of the Persian ambassador and the two hundred crew of his boat. An "old man who had once been the king's friend" was reduced to beggary. All these people were brought before Psamtik to test his reaction, and he only became upset after seeing the state of the beggar. Psamtik's compassion for the beggar caused him to be spared, but his son had already been executed. The deposed pharaoh was then raised up to live in the