At Thebes the democratic leaders Ismenias and Androcleides were holding their own against the restored oligarchic leaders led by Archias (d.379 BC) and Leontiades (d.379 BC). In 382 BC at the time Eudamidas was moving north with two thousand troops, his brother Phoebidas (d.378 BC), who was leading the main force against Olynthus, halted not far from Thebes. He was approached by Leontiades who offered to betray the Theban acropolis to him. Phoebidas accepted, garrisoned the Cadmea and arrested Ismenias. The pro-Spartan oligarchs seized power, and Ismenias’ supporters, including Pelopidas (c.405-364 BC), fled to Athens.
Phyllidas, secretary of the polemarchs Archias and Philippus at Thebes, plotted with the exiled Thebans in Athens. In December 379 BC Pelopidas, Melon and five companions left Athens and entered Thebes unnoticed with workers returning from the fields at the end of the day. That evening the polemarchs were having a banquet and late in their revels Phyllidas introduced the exiles disguised as women, who promptly assassinated the polemarchs. Phyllidas and a few of the exiles then went to the house of Leontiades and killed him, and then to the prison where they released the political prisoners.
In the morning the conspirators were joined by their supporters in the city, and also by two Athenian generals and their regiments, who probably came as volunteers. In the attack on the Cadmea that followed, the Spartan harmost, despite his garrison of fifteen hundred men, asked and was allowed to leave the city unharmed, but on reaching Sparta he was immediately executed for cowardice.
The Spartans sent an army under Cleombrotus-I (Agiad; r.380-371 BC) to punish the Thebans. Since Chabrias was at Eleutherae, guarding the road to Thebes, Cleombrotus skirted the Attic border and carried the pass above Plataea to descend into Boeotia. He joined the Spartan garrison at Thespiae and entered the territory of Thebes, but he made no attack on the city. Soon afterwards he withdrew, leaving a third of the army at Thespiae under the Spartan general Sphodrias. Alarmed at the marshalling of the Spartans and their allies, the Athenians to display their neutrality brought to trial the two generals who had helped the exiles, executing one and exiling the other who did not appear for the trial.
Athens would probably have left Thebes to her fate had not Sphodrias in early spring 378 BC decided to march by night to capture Piraeus. At dawn he was still some miles from Piraeus and had to return to Thespiae. The Athenians were naturally infuriated at this incursion. Some Spartan envoys, who happened to be in Athens, assured the Athenians that this action had not been authorised and he would be executed for it. Many Spartans were outraged at his behaviour but Agesilaus intervened and saved him from punishment. But this flagrant breach drove Athens into alliance with Thebes.
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