According to the budget most of the TV-films have, I should tell that Martin Hitchcock did some great work as production designer and Enrico Sabbatini created some convincing costumes. David Connell his cinematography is sometimes breathtaking, but in the scenes on water it sometimes looks very fake, a pity. The action has its moments, but don't expect to much of it, especially the special effects are quite weak. But that is not really a failure because they probably did not have enough money for spectacular battle scenes. The main character Cleopatra is portrayed by Leonor Varela, she isn't bad and performed some good dialogs, but she does have a few very mediocre appearances. The first half of the film focuses on the relationship of the Egyptian quine and Julius Caesar. Timothy Dalton is as usual impressing. And although he played better roles in his wonderful career he gives an interesting interpretation of the Roman conqueror. The second part concerns about Cleopatra her interferences in the Roman civil war between Marc Antony and Octavian, both strong performances by Billy Zane and Rupert Graves. The most interesting supporting roles were Olympos (Art Malik), Brutus (Sean Pertwee) and Rufo (John Bowe). They did some good work with those roles, but Kassandra Voyagis (as Arsinoe, sister of Cleopatra) is painful to watch, she is a disturbing factor, and the actors appear to act more relaxed and with more confidence when her character isn't around anymore. This production outreaches the standard quality of an OK TV-film. And although there are some disappointing shots I think it is worth to watch, just do not be in the mood for a great epic adventure with tons of spectacle. Remember it is made for television.