This production of Cleopatra, intended originally as a miniseries on television, is a reasonably good production with significant differences from the block-buster Hollywood version starring Elizabeth Taylor, Richard Burton and Rex Harrison. Cleopatra here is depicted as someone striving to maintain her own position, not necessarily someone with an eye toward world-wide conquest. Cleopatra is portrayed as an inexperienced person (both sexually and politically) until tutored by the more experienced Romans. She comes to understand her fate is inextricably intertwined with Caesar, then Antony, but her love for Antony keeps her from making the politically expedient move of giving in to Octavian. Apparently two Roman rulers are enough for one lifetime. Like the earlier film production, this one plays fast and loose with the actual history, albeit in different ways. The figure of Octavian/Augustus is far more present earlier here than he was in history; for a production that goes on the greater part of three hours, remarkably little detail about the history is brought forward, and I found that distracting. The last hour could have easily been recut into a half-hour, and some judicious editing throughout the rest of the film could make it into a much better paced two-hour film. The acting was tolerable but generally unconvincing. Timothy Dalton as Julius Caesar, Billy Zane (who got top billing) as Marc Antony, and Rupert Graves as Octavian were not up to their usual acting standards in this production. Dalton was not very expressive, and Zane and Graves were overly so (Graves plays an almost flippant character, not at all in keeping with the historical Augustus). Ironically, the title character Cleopatra was played by relative newcomer Leonor Varela, who was probably the best actor in the piece. The sets are great, as are the costumes (if not always appropriate - Cleopatra rarely wore Egyptian garb, preferring her more native Greek), and the music is worthwhile. The battle scenes are pretty typical television fare (with occasional glitches that make these seem more minor skirmishes than great battles). Unfortunately, the sea-going scenes of ships looked far too obviously fake to suspend disbelief. This is a pleasant diversion, but in the end not a truly memorable production save for bits and pieces here and there. But it is a good thing that such productions are still being undertaken.