Corinth, allied with Athens, fought against Sparta in the Corinthian War of 395–387 BC. In 378, the attempt of the Spartan commander Sphodrias to capture Piraeus by surprise triggered Athens to establish the Second Athenian League. Finally Thebes defeated Sparta in 371 in the Battle of Leuctra. However, other Greek cities, including Athens, turned against Thebes, and its dominance was brought to an end at the Battle of Mantinea (362 BC) with the death of its leader, the military genius Epaminondas. Athens under Macedon (355–322 BC) By mid century, however, the northern Greek kingdom of Macedon was becoming dominant in Athenian affairs. In 338 BC the armies of Philip II defeated Athens at the Battle of Chaeronea, effectively limiting Athenian independence. During the winter of 338–37 BC Macedonia, Athens and other Greek states became part of the League of Corinth. Further, the conquests of his son, Alexander the Great, widened Greek horizons and made the traditional Greek city state obsolete. Antipater dissolved the Athenian government and established a plutocratic system in 322 BC (see Lamian War and Demetrius Phalereus). Athens remained a wealthy city with a brilliant cultural life, but ceased to be an independent power. The city Overview Athens was in Attica, about 30 stadia from the sea, on the southwest slope of Mount Lycabettus, between the small rivers Cephissus to the west, Ilissos to the south, and the Eridanos to the north, the latter of which flowed through the town. The walled city measured about in diameter, although at its peak the city had suburbs extending well beyond these walls. The Acropolis was just south of the centre of this walled area. The city was burnt by Xerxes in 480 BC, but was soon rebuilt under the administration of Themistocles, and was adorned with public buildings by Cimon and especially by Pericles, in whose time (461–429 BC) it reached its greatest splendour. Its beauty was chiefly due to its public buildings, for the private houses were mostly insignificant, and its streets badly laid out. Towards the end of the Peloponnesian War, it contained more than 10,000 houses, which at a rate of 12 inhabitants to a house would give a population of 120,000, though some writers make the inhabitants as many as 180,000. Athens consisted of two distinct parts: The City, properly so called, divided into The Upper City or Acropolis, and The Lower City, surrounded with walls