This course focuses on Cleopatra VII (69-30 BCE), the last ruler of Ptolemaic Egypt and one of the best-known women in history and a key powerbroker during a period of important political change, one with enduring repercussions for the western world. She has been, however, deliberately memorialized as a "romantic" agent, a deployer of "feminine wiles", whose gender and political toolbox rightly doomed her efforts to failure. Students will interrogate the process of transforming a historical individual into an object lesson, a trope of femininity, and a cinematic legend, unpacking the messages crafted for a range of audiences and purposes by multiple creators, including Cleopatra herself. We begin with the historical background of the Hellenistic period, cosmopolitan and multicultural, focusing especially on the dynamism of women in the ideology of royal power and as image-makers in their own right, developing special forms for female authority and female patronage. A number of earlier Cleopatras establish context and particular precedents, creating official personae to engage effective interactions with fundamental groups; these include the resilient Ptolemaic queen Cleopatra II (r. 175-116 BCE) and Cleopatra Thea, token in a dynastic alliance who became Great Queen of Syria, dominating the Seleucid throne for a generation. Students will then sift through the evidence for Cleopatra VII, both the contentious (and largely hostile) material for her Mediterranean activities as well as the Egyptian record that may represent the specific efforts of the queen herself, utilizing then-ancient symbol and ritual to assert her legitimate imperial authority and structure her collaboration with major stakeholders in the Nile realm. The last section of the course looks to the lingering memory of Cleopatra long after her death, closely examining images in drama, art, and film to explore how the story of Cleopatra has been crafted and recrafted to represent different "truths" about sex, power, and identity.