Once Pompey arrived in Egypt, messengers were sent to Ptolemy asking him to continue the friendship his father had set up before his death. The three advisors thought it would not be wise to support Pompey against Caesar. When Pompey arrived and reached the borders of Egypt, they were met by Achillas and a Roman soldier. Both men greeted the newly arrived guest and his wife and asked them to board a row boat as a friendly offer. His wife, who was very suspicious of the situation asked Pompey not to board the ship—but Pompey didn’t listen. Shortly after the boat picked up Pompey, the Roman soldier stabbed him in the back and eventually decapitated him once they reached shore. Theodotus kept the head as a gesture to prove Egypt’s companionship to Caesar.

Four days later after the brutal death of Pompey, Caesar arrived in Egypt with four thousand soldiers. The head of his comrade and opponent was revealed to him. This only angered him because Pompey had not been given a chance to fight a fair battle on the battlefield—instead he had been tricked. Caesar already outraged at the unfair death of his enemy, also wanted to collect the money owed to his father through the raiding of Egypt’s treasury. Another reason that Caesar had come to Egypt was to restore Egypt’s rulers. He wanted Cleopatra and Ptolemy to rule jointly as their father had wished. He did this because he wanted to enrich Rome though Egypt. Taxes and money would be taken from the country to support the Roman people along with his soldiers.

Cleopatra got news of Caesars arrival to Egypt and heard he had summoned both siblings to the palace. Knowing it was too dangerous to enter Egypt, she needed a plan to enter without being detected. She came up with a brilliant plan which was to be wrapped inside a carpet and presented to Caesar. Her well trusted friend Apollodorus sailed to Alexandria and wrapped the queen. He then dressed as a servant and made his way to the chambers of Caesar. There, while Caesar was with his guards, the carpet was unrolled and Cleopatra stumbled out.

After being unrolled and revealed to Caesar, she captivated him with her intelligence. Caesar, a man thirty-one years older than Cleopatra (who was only twenty-one at the time), was amazed at her ambition and her goal to succeed. It’s suggested they both became lovers soon after but no one really knows for sure if this is true. Although Caesar was amazed at this young lady, he asked the two siblings to reunite and rule the throne together.  Cleopatra agreed for she knew Rome held the most power and controlled almost everything in its path. Her younger brother, Ptolemy, still influenced by Pothinus, also agreed but only to stall for time. Ptolemy was waiting for Caesar to leave so that he could kill his sister and he would then have no problems maintaining his power.

Achillas, another advisor of young Ptolemy, also wanted to destroy Cleopatra. He knew she was supported by the strongest man in the world and Caesar would only leave Egypt if he was pushed back to Rome. Achillas, controlling the Egyptian army, ordered twenty thousand men to surround the palace and trap Caesar. The citizens of Alexandria knew Caesar was now confined and believed him to be weak. They began to join the soldiers in attacking the Romans, thereby helping the Egyptian army.  

Caesar knew the soldiers could be held back and he kept the Royal family inside the palace. Cleopatra, Ptolemy, Pothinus, and Arsinoe, her half sister, were not allowed to leave the palace. Somehow Arsinoe slipped outside and joined Achillas in his struggle to remove Caesar. Taking advantage of the situation Arsinoe proclaimed herself queen and co-ruler with her younger brother Ptolemy. This proved to be a fatal mistake because as soon as Caesar got word of the three advisors intensions, he immediately arrested Pothinus and eventually had him killed.

While the standstill continued between both parties, Caesar’s army arrived from Syria and they eventually won the war against the Egyptians. Later her half sister Arsinoe was caught and taken to a prison while Ptolemy XIII was found drowned in the Nile wearing his gold plated armor. Achillas was also eventually killed by Ganymedes, Cleopatra’s advisor, for disagreeing over the intensions of taking over the throne. After the defeat of Cleopatra’s enemies, Caesar now controlled Egypt. Although having full control of Egypt’s territory he had no intentions of ruling it. He trusted Cleopatra to be his ally but she would need a pharaoh to rule by her side. Seeing her younger brother Ptolemy XIV - he ordered them to rule jointly.