The title of ally was conferred, and Ptolemy undertook to raise the money which he had promised by increasing the taxes of his kingdom. The measures, however, which he thus adopted for the purpose of making himself the more secure in his possession of the throne, proved to be the means of overthrowing him. The discontent and disaffection of his people, which had been strong and universal before, though suppressed and concealed, broke out now into open violence. That there should be laid upon them, in addition to all their other burdens, these new oppressions, heavier than those which they had endured before, and exacted for such a purpose too, was not to be endured. To be compelled to see their country sold on any terms to the Roman people was sufficiently hard to bear; but to be forced to raise, themselves, and pay the price of the transfer, was absolutely intolerable. Alexandria commenced a revolt. Ptolemy was not a man to act decidedly against such a demonstration, or, in fact, to evince either calmness or courage in any emergency whatever. His first thought was to escape from Alexandria to save his life. His second, to make the best of his way to Rome, to call upon the Roman people to come to the succor of their ally!

Ptolemy left five children behind him in his flight The eldest was the Princess Berenice, who had already reached maturity. The second was the great Cleopatra, the subject of this history. Cleopatra was, at this time, about eleven years old. There were also two sons, but they were very young. One of them was named Ptolemy.

The Alexandrians determined on raising Berenice to the throne in her father's place, as soon as his flight was known. They thought that the sons were too young to attempt to reign in such an emergency, as it was very probable that Auletes, the father, would attempt to recover his kingdom. Berenice very readily accepted the honor and power which were offered to her. She established herself in her father's palace, and began her reign in great magnificence and splendor. In process of time she thought that her position would be strengthened by a marriage with a royal prince from some neighboring realm. She first sent embassadors to make proposals to a prince of Syria named Antiochus. The embassadors came back, bringing word that Antiochus was dead, but that he had a brother named Seleucus, upon whom the succession fell. Berenice then sent them back to make the same offers to him. He accepted the proposals, came to Egypt, and he and Berenice were married. After trying him for a while, Berenice found that, for some reason or other, she did not like him as a husband, and, accordingly she caused him to be strangled.

At length, after various other intrigues and much secret management, Berenice succeeded in a second negotiation, and married a prince, or a pretended prince, from some country of Asia Minor, whose name was Archelaus. She was better pleased with this second husband than she had been with the first, and she began, at last, to feel somewhat settled and established on her throne, and to be prepared, as she thought, to offer effectual resistance to her father in case he should ever attempt to return.

It was in the midst of the scenes, and surrounded by the influences which might be expected to prevail in the families of such a father and such a sister, that Cleopatra spent those years of life in which the character is formed. During all these revolutions, and exposed to all these exhibitions of licentious wickedness, and of unnatural cruelty and crime, she was growing up in the royal palaces a spirited and beautiful, but indulged and neglected child.

In the mean time, Auletes, the father, went on toward Rome. So far as his character and his story were known among the surrounding nations, he was the object of universal obloquy, both on account of his previous career of degrading vice, and now, still more, for this ignoble flight from the difficulties in which his vices and crimes had involved him.

He stopped, on the way, at the island of Rhodes. It happened that Cato, the great Roman philosopher and general, was at Rhodes at this time. Cato was a man of stern, unbending virtue, and of great influence at that period in public affairs. Ptolemy sent a messenger to inform Cato of his arrival, supposing, of course, that the Roman general would hasten, on hearing of the fact, to pay his respects to so great a personage as he, a king of Egypt—a Ptolemy—though suffering under a temporary reverse of fortune. Cato directed the messenger to reply that, so far as he was aware, he had no particular business with Ptolemy. "Say, however, to the king," he added, "that, if he has any business with me, he may call and see me, if he pleases."

Ptolemy was obliged to suppress his resentment and submit. He thought it very essential to the success of his plans that he should see Cato, and secure, if possible, his interest and co-operation; and he consequently made preparations for paying, instead of receiving, the visit, intending to go in the greatest royal state that he could command. He accordingly appeared at Cato's lodgings on the following day, magnificently dressed, and accompanied by many attendants. Cato, who was dressed in the plainest and most simple manner, and whose apartment was furnished in a style corresponding with the severity of his character, did not even rise when the king entered the room. He simply pointed with his hand, and bade the visitor take a seat.

Ptolemy began to make a statement of his case, with a view to obtaining Cato's influence with the Roman people to induce them to interpose in his behalf. Cato, however, far from evincing any disposition to espouse his visitor's cause, censured him, in the plainest terms, for having abandoned his proper position in his own kingdom, to go and make himself a victim and a prey for the insatiable avarice of the Roman leaders. "You can do nothing at Rome," he said, "but by the influence of bribes; and all the resources of Egypt will not be enough to satisfy the Roman greediness for money." He concluded by recommending him to go back to Alexandria, and rely for his hopes of extrication from the difficulties which surrounded him on the exercise of his own energy and resolution there.

Ptolemy was greatly abashed at this rebuff, but, on consultation with his attendants and followers, it was decided to be too late now to return. The whole party accordingly re-embarked on board their galleys, and pursued their way to Rome.