Cleopatra is a 1999 miniseries adaptation of Margaret George's 1997 historical fiction novel The Memoirs of Cleopatra. Produced by Hallmark Entertainment, it stars Leonor Varela as the Egyptian queen Cleopatra, Timothy Dalton as Julius Caesar, Billy Zane as Mark Antony, Rupert Graves as Octavius, Sean Pertwee as Brutus and Bruce Payne as Cassius. Cleopatra was shown first on the ABC television network in two parts on two consecutive evenings in May 1999 and then released on videotape and DVD. Judy Farr, Martin Hitchcock and Frank Walsh were nominated for an Emmy in 1999 for outstanding art direction for a miniseries or a movie for their work on Cleopatra.


In 47 BC, Egypt is in civil war. Cleopatra VII, Egypt's rightful Queen, is in exile, while her sister Arsinoe and brother, Ptolemy have stolen the throne. Roman general Julius Caesar comes to Alexandria to collect Egypt's tax debt. Cleopatra smuggles herself into the palace wrapped in a carpet; a gift from her to Caesar. The two spend the night together, and the next morning, Cleopatra and Ptolemy are betrothed to marry by Caesar. Cleopatra is proclaimed Queen of Egypt. Caesar then orders the death of the unscrupulous Prime Minister Pothinus, prompting Ptolemy and Arsinoe to flee and return with their army to drive their sister out of Alexandria.