The city in which Cleopatra was born was, at the time, the largest of the ancient world. This proud metropolis was a far cry from the little seacoast village where Alexander had chosen to found a Mediterranean port to which he gave his name. Alexandria had the great fortune to sit at the crossroads of Europe, Asia and Africa. Ptolemy I made it the capital rather than the ancient city of Thebes which was in the hands of the Egyptian high priests. At the time of Cleopatra, Alexandria was at the height of its magnificence, with palaces, marble monuments, amphitheaters, and temples, chief of which were temples to Poseidon and Dionysus, patron gods of the Ptolemies and the Serapeion, or temple of Serapis, a god introduced into Egypt by the Ptolemies as a fusion of Greek Zeus and Aeculapius and Egyptian Apis and Osiris.

In 80 BCE, Sulla, then dictator of the Roman Republic, intervened diplomatically to force the then queen of Egypt, Cleopatra-Berenice, to marry her nephew, Ptolemy XI. It was a lukewarm arrangement at best and ended some months later with the assassination of the Pharoah.....after he'd ordered his wife killed. The throne in Alexander was next occupied by a natural son of Ptolemy X. This new pharoah, Ptolemy XII, was Cleopatra's father. He took on the prestigious epithets of Neos Dionysus ('new Dionysus'), Philopater ('he who loves his father') and Philometer ('he who loves his mother'). But the people soon nicknamed him Auletes, 'the Flute-Player'.

When Caesar first arrived in Egypt in 48 BCE, he was pursuing Pompey, who had fled there after his defeat at Pharsalus. At that time, it is doubtful that Caesar knew little, if anything, about Cleopatra. But he had known her father, Ptolemy XII Auletes. Auletes owed his throne to Rome, specifically Caesar and Pompey, through whose good graces he ruled. During Caesar's consulship in 59 BCE, the king had guaranteed his shaky hold on Egypt by paying an outrageous price of 6,000 talents (in today's funds, it would be tens of millions of dollars) to confirm him as 'friend and ally' of Rome. As rich as Egypt was, the immediate payment forced Auletes to borrow the funds from a Roman financier. He had not paid back the loan when he died in 51 BCE.

Auletes' gamble bore little fruit. The Egyptians resented the additional taxes imposed on them to pay the debt and viewed Auletes as a Roman lackey. Other members of the family were favored over him and eventually this led to Auletes being run out of Egypt and two of his daughters then fought over his throne. It's possible that Cleopatra, his third daughter, fled to Italy with him.

It was not economically or politically advantageous for Caesar to have Auletes cut off from his resources in Egypt so in 55 BCE, a Roman invasion of Egypt placed Auletes squarely back on the Egyptian throne. One of those involved was a young cavalry commander by the name of Marc Antony.

Auletes was probably as capable as anyone could be in his situation. In Egypt, much of the criticism he suffered resulted from resentment over his close ties with Rome. However it would have been not only impractical but also dangerous for him to pursue an independent policy and a pro Roman course was the only one possible to preserve any aspect of an Egyptian autonomy. His handling of the internal and external policies that he could control show him to be a rather substantial and decisive figure. He even executed one of his own daughters for plotting against him. Certainly the clever and intelligent Cleopatra inherited more than the prominent family hook nose from him.

In the end, the New Dionysus died in the early summer of 51 BCE within four years of his restoration at the age of about fifty five. The contempt that he received from the people of Alexandria was so constant that he had to see out his reign under the protection of Roman troops who'd accompanied Auletes back to Egypt and originally were under the command of Aulus Gabinius, the proconsul of Syria. Gabinius was recalled to Rome to stand trial for the charge of financial irregularity and for defrauding the Roman people. A new danger to Alexandria arose from the Roman legionaries, mainly from Gaul and Germany, who were abandoned in Egypt by Gabinius during this time.

Auletes made his will and sent it to be lodged with the Vestal Virgins of Rome. He left his kingdom, under Roman supervision, to his children Ptolemy XIII, aged ten and his daughter Cleopatra, aged eighteen. The young Ptolemy and his half sister and wife Cleopatra shared the throne of Egypt since a female could not rule by herself.