The Duke of Pei led his troops westwards and met Peng Yue in Changyi. They attacked the Qin army together, but it was not successful. When they returned to Li County, they met Gang Wuhou and captured his army, which was about 4,000 people. The two armies merged. The Duke of Pei attacked Changyi together with the army of Wei general Huang Xin and Wei Situ Wupu but with no success. They went westwards through Gaoyang. Li Shiqi was in charge of guarding the city gate and said, "Many generals are passing by here. I see the Duke of Pei as a generous and great man." So he asked to meet the Duke of Pei and persuade him. The Duke of Pei was sitting on the flank of the bed with his legs apart and had two women washing his feet. Li Sheng (Li Shiqi) did not bow his head, just motioned his hands as a gesture and saluted, saying, "If you want to destroy the unjust Qin, you should not sit with your legs apart to meet the elders." At this time, the Duke of Pei stood up, adjusted his clothes, apologized, and asked him to sit in the upper seat. Li Shiqi persuaded the Duke of Pei to attack Chenliu and get the grains stored by Qin. Pei Gong then appointed Li Shiqi as Lord of Guangye, and appointed Li Shang as General, leading the army of Chenliu to attack Kaifeng with him, but Kaifeng was not captured. Pei Gong went west and fought against Qin General Yang Xiong at Baima, and then fought him east of Quyu, and defeated the Qin army. Yang Xiong fled to Xingyang, and Qin the Second sent an envoy to behead him for public display. Pei Gong went south to attack Yingyang and slaughtered the city there. With the help of Zhang Liang, he finally captured Huanyuan Pass in Han.
At this time, Sima Ang, a general of Zhao, was about to cross the Yellow River to enter Guanzhong. Pei Gong went north to attack Pingyin and cut off the Yellow River crossing. He marched south and fought east of Luoyang but with no success. He returned to Yangcheng, gathered the war horses and cavalry in the army, fought against Nanyang County Governor Xi east of Xu County, and defeated him. He captured Nanyang County, and Nanyang County Governor Xi fled and retreated to Wan County. Pei Gong was going to lead his troops to bypass Wan County and head west. Zhang Liang advised: "Even though Pei Gong wants to enter Guanzhong as soon as possible, there are still many Qin troops guarding the strategic areas. If we don't capture Wan County now, Wan County will attack from the back, and the powerful Qin army will block the front. This is a dangerous approach." So Pei Gong then led his troops back from another route at night, changed the flags, and at dawn, surrounded Wan County in three layers. The governor of Nanyang wanted to commit suicide. His retainer Chen Hui said, "It won't be too late to die after I come back." He climbed over the city wall to see Pei Gong and said, "I heard that you have an agreement that whoever enters Xianyang first can be king in Guanzhong. But now you stay and besiege Wan County. Wan County is the seat of a large county, with dozens of connected cities and towns, a large population, and sufficient savings. Officials and people all think that surrendering will lead to death, so they all get on top of the city wall to defend themselves stubbornly. Now you stay here all day to attack the city, and there must be many casualties; if you lead the troops to leave Wan County, the army of Wan County will follow you. If you move forward, you will not be able to fulfill the agreement to enter Xianyang first, and the powerful Wan County will be a disaster behind you. Let me make the consideration for you. It would be better to have the defenders of Wan County surrender, reward the governor of Nanyang County, and leave him here to guard the city and lead his soldiers to the west. Those cities that have not been captured will hear the news and rush to open their gates to wait for you to enter the city, and you can pass through without any worries." Pei Gong said, "Okay." So he appointed the governor of Nanyang County Yin Hou and granted Chen Hui a fief of 1,000 households. Pei Gong led his troops westward, and there was no city that he could not capture. When he arrived at Danshui, Qi Wei, Marquis of Gaowu, and Wang Ling, Marquis of Xiang, surrendered at Xiling. When he returned to attack Huyang, he met Mei Xuan, a general of Fan Jun, and together with him, he conquered Xi and Li. Pei Gong sent Ning Chang, a man from Wei, to the Qin Dynasty as an envoy, but the envoy did not return. At that time, Zhang Han had already led his entire army to surrender to Xiang Yu in Zhao.
沛公引兵西，遇彭越昌邑，因与俱攻秦军，战不利。还至栗，遇刚武侯，夺其军，可四千余人，并之。与魏将皇欣、魏申徒武蒲之军并攻昌邑，昌邑未拔。西过高阳。郦食其为监门，曰：“诸将过此者多，吾视沛公大人长者。”乃求见说沛公。沛公方踞床，使两女子洗足。郦生不拜，长揖，曰：“足下必欲诛无道秦，不宜踞见长者。”于是沛公起，摄衣谢之，延上坐。食其说沛公袭陈留，得秦积粟。乃以郦食其为广野君，郦商为将，将陈留兵，与偕攻开封，开封未拔。西与秦将杨熊战白马，又战曲遇东，大破之。杨熊走之荥阳，二世使使者斩以徇。南攻颍阳，屠之。因张良遂略韩地轘辕。
当是时，赵别将司马卬方欲渡河入关，沛公乃北攻平阴，绝河津。南，战雒阳东，军不利，还至阳城，收军中马骑，与南阳守齮战犨东，破之。略南阳郡，南阳守齮走，保城守宛。沛公引兵过而西。张良谏曰：“沛公虽欲急入关，秦兵尚众，距险。今不下宛，宛从后击，强秦在前，此危道也。”于是沛公乃夜引兵从他道还，更旗帜，黎明，围宛城三匝。南阳守欲自刭。其舍人陈恢曰：“死未晚也。”乃逾城见沛公，曰：“臣闻足下约，先入咸阳者王之。今足下留守宛。宛，大郡之都也，连城数十，人民众，积蓄多，吏人自以为降必死，故皆坚守乘城。今足下尽日止攻，士死伤者必多；引兵去宛，宛必随足下后：足下前则失咸阳之约，后又有强宛之患。为足下计，莫若约降，封其守，因使止守，引其甲卒与之西。诸城未下者，闻声争开门而待，足下通行无所累。”沛公曰：“善。”乃以宛守为殷侯，封陈恢千户。引兵西，无不下者。至丹水，高武侯鳃、襄侯王陵降西陵。还攻胡阳，遇番君别将梅鋗，与皆，降析、郦。遣魏人宁昌使秦，使者未来。是时章邯已以军降项羽于赵矣。
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