Julius Caesar arrived in pursuit of Pompey at Alexandria, Egypt on October 2, 48 BC. Presented with the head and signet ring of his rival by Theodotus, the advisor of King Ptolemy XIII Theos Philopater, Caesar reportedly wept. This display by the 14 year old King, intended to garner support from the great Roman in the dynastic struggle against his sister Cleopatra VII Thea Philopater, likely was all that was necessary to push Caesar against him. Faced with the cunning political brilliance of the young queen, Ptolemy would soon find himself at odds with the greatest conqueror in the world.
Cleopatra VII was born to King Ptolemy XII Auletes (the flute player) in 69 BC. The third daughter, she would ordinarily have not expected to rise to a prominent role, but intrigue and continuing internal conflict eventually thrust her onto the center stage of world politics. Though the reign of the Ptolemies had continually declined since the founding of the dynasty under Ptolemy I after the death of Alexander the Great, Egypt was still an immensely wealthy and regionally powerful state. The dynastic struggles that persisted over those 3 centuries weakened the state, and the rise of Rome brought the Republican into direct involvement in Egyptian affairs. The conquests of Pompey in the 60's BC made Rome the de facto ruler of the east but Egypt maintained independence, at least in theory. Difficulties with succession and unstable rule led Rome to direct involvement on several occasions, most notably during the reign of Cleopatra's father, Ptolemy XII.
Ptolemy XII ruled precariously from 80 BC until 51 BC. During those years murder and bribery, in order to keep the throne, marked his rule. Ptolemy borrowed incredible sums of money from Roman money lenders and used it to bribe such prominent politicians as Crassus and Caesar himself. Doing so helped prop up his feeble reign through Roman power, but also soured the people of Egypt against him. A constant rumor that an earlier King, Ptolemy X, willed the rule of Egypt to Rome after his death in 88 BC, helped add to the social dissention that already existed. Ptolemy XII was seen as too weak to stand up to the Romans for true Egyptian independence. As a result of the will, and in the face of Mediterranean piracy, Rome used the excuse to send Marcus Portius Cato to annex the Egyptian territory of Cyprus in 58 BC. Ptolemy protested but did little more, and open revolt against his rule became a widespread disaster shortly thereafter. In 55 BC, he would be restored through the bribery of the first triumvirate and other Roman officials including Aulus Gabinius, governor of Syria. Gabinius invaded for the hefty price of 10,000 silver talents and forced Ptolemy XII back on the throne.
This wasn't the end of his troubles, however. In a later attempt to secure Roman support in other matters, his daughter's Berenice IV and Cleopatra VI seized the throne while their father was away. Upon his return, he had them executed and suddenly the non-descript third daughter, Cleopatra VII, was propped into position as the oldest child and heir to Egypt. When Ptolemy XII died in 51 BC, Cleopatra, at the tender age of 17 fell into joint rule with her younger 13 year old brother Ptolemy XIII. The two were expected to marry, as was the Egyptian (Macedonian royalty) custom, just as it's likely that Cleopatra's mother was her own aunt, Cleopatra V. They inherited a throne in deep financial debt to Rome and if not for her own coming civil war, the Republic may have called Egypt to task immediately.
Fortunately for the young rulers of Egypt, Rome was too pre-occupied to act on the will of Ptolemy XII, which likely granted significant reparations. Cleopatra stepped into the forefront of Egyptian politics, mostly ignoring her young brother. Rule was practiced essentially only in her name and she likely created a significant rift within the Alexandrian elite class. By the time civil war broke out between Caesar and Pompey along with the Republican forces in 49 BC Cleopatra was firmly in control of Egypt. However, Gabinius, the man who had restored her father to the throne just 6 years prior was still settled in or near Egypt with the bulk of his forces, and he was a supporter of Pompey. When Pompey fled Italy from Caesar's advancing armies he naturally looked to his supporters in the east for aid, making Gabinius, and therefore Egypt, a likely target. Pompey requested 50 Egyptian ships and grain supplies for his men from Cleopatra, who had little choice but to comply. When word spread that yet another Egyptian ruler had cowed before Rome, the backlash was terrible. The Egyptian aristocracy and likely the bulk of the population immediately came to support her brother Ptolemy XIII, and Cleopatra was ousted from power. She fled to the east, Arabia and Palestine, where she recruited her own army to wrest control back from her brother. By the time Cleopatra began to march west, however Caesar had won the battle of Pharsalus and the man she supported in the Roman conflict had lost.
As Pompey fled to Egypt, the motivation for Ptolemy XIII to behead him and present it as a gift to Caesar was quite clear. Not only would he provide Caesar with proof of his rival's death, but he thought to ingratiate himself by showing that he never supported Pompey, unlike his sister. When Caesar arrived with just 4,000 men, or just under one full legion, he immediately took over the palace and presumed to secure his authority. Though tensions were strained with the locals, the Egyptian armies of both sides were facing off on the Egyptian Delta, and Alexandria was open to Caesar. Despite tension and resistance from the general Achillas, Caesar managed to secure his position. He had two goals while in Egypt, secure grain and repayment of Egyptian debts, and also to settle the matter of who should rule. Caesar privately requested a meeting with Cleopatra in order to take stock of her before making a decision, but her return to the palace while her brother's ministers controlled the city (despite Caesar's legion) was perilous at best. The young queen devised a plan to get to Caesar and block any attempts by her brother to secure the throne without her say in the matter.
Cleopatra was rowed in a small rowboat by a single Sicilian, by name of Apollodorus. Upon reaching the palace area, the only way to enter Caesar's presence was to conceal herself in such a manner without arousing suspicion of her brother's men. The story of Cleopatra being rolled in a carpet, while false, is still true in essence. She was slipped into some bed coverings and presented to Caesar as a gift. Though little is known of the actual meeting, it's quite clear that the young queen made an enormous impression on the great Roman. Though her 'beauty' is disputed, (at worst probably plain of appearance) Cleopatra was young and virile. She was elegant and charismatic, but most of all, she had power and money, and Caesar probably supposed she was susceptible to manipulation. Caesar, at 52 years old and 35 years her elder, was easily seduced, or perhaps even seduced her, as Caesar's affairs were legendary anyway. Cleopatra was politically brilliant and secured Caesar's loyalty, certainly not only through sexual pleasure, but through manipulation of her own. She was, and Caesar was well aware, the key to controlling the vast wealth of Egypt. Caesar was, and she was well aware, the key to securing her place as Queen, and perhaps even Pharaoh, and the power of the gods.
The next morning after their initial meeting, Ptolemy was scheduled to meet with Caesar. When he arrived, however, and saw Cleopatra standing with him, things immediately went sour. Ptolemy felt betrayed and attempted to flee the palace, but Caesar's men seized him, effectively placing him under arrest. It was quite apparent that Caesar clearly favored Cleopatra and was perhaps willing to make his decision after just the one meeting. Though the people of Alexandria were furious over Roman presumption, Caesar acted quickly to secure the situation. He read Ptolemy XII's will in public in order to justify his actions, and then granted the island of Cyprus back to Egypt. Placing it under the control of Cleopatra's even younger siblings, Arsinoe IV and Ptolemy XIV won the temporary cessation of violence, but the machinations of Ptolemy's regent, Pothinus were by no means over. Sometime in the confusion over what happened exactly when (Caesar never even mentions the initial meeting with Cleopatra in the "Alexandrian War"), his general Achillas advanced on Alexandria and Caesar's small force, and the Alexandrian war was on.