Ptolemaic Kingdom in the context of "Ptolemy II Philadelphus"

In classical antiquity, the Hellenistic period covers the time in Greek, Eastern Mediterranean, and West Asian (or Middle Eastern) history following Classical Greece, between the death of Alexander the Great in 323 BC and the death of Cleopatra VII in 30 BC, in which these regions were under the influence of Greek leadership, culture, and language. The Hellenistic period was followed by the ascendancy of the Roman Empire, the Battle of Actium in 31 BC, and the Roman conquest of Ptolemaic Egypt the following year, which eliminated the last major Hellenistic kingdom. Its name stems from the Ancient Greek word Hellas (Ἑλλάς, Hellás), which was gradually recognized as the name for Greece, from which the modern historiographical term Hellenistic was derived. The term "Hellenistic" is to be distinguished from "Hellenic" in that the latter refers to Greece itself, while the former encompasses all the ancient territories of the period that had come under significant Greek influence, particularly the Hellenized Ancient Near East, after the conquests of Alexander the Great.

After the Macedonian conquest of the Achaemenid Empire in 330 BC and its disintegration shortly thereafter in the Partition of Babylon and subsequent Wars of the Diadochi, Hellenistic kingdoms were established throughout West Asia (Seleucid Empire, Kingdom of Pergamon), Northeast Africa (Ptolemaic Kingdom) and South Asia (Greco-Bactrian Kingdom, Indo-Greek Kingdom). This resulted in an influx of Greek colonists and the export of Greek culture and language to these new realms, a breadth spanning as far as modern-day India. These new Greek kingdoms were also influenced by regional indigenous cultures, adopting local practices which were deemed beneficial, necessary, or convenient. Hellenistic culture thus represents a fusion of the ancient Greek world with that of the Western Asian, Northeastern African, and Southwestern Asian worlds. The consequence of this mixture gave rise to a common Attic-based Greek dialect, known as Koine Greek, which became the lingua franca throughout the ancient world.

During the classical period, the Roman Empire controlled the Mediterranean and much of Europe, Western Asia, and North Africa. The Romans conquered most of these territories in the time of the Republic, and it was ruled by emperors following Octavian's assumption of power in 27 BC. Over the 4th century AD, the empire split into western and eastern halves. The western empire collapsed in 476 AD, while the eastern empire endured until the fall of Constantinople in 1453.

By 100 BC, the city of Rome had expanded its rule from the Italian peninsula to most of the Mediterranean and beyond. However, it was severely destabilised by civil wars and political conflicts, which culminated in the victory of Octavian over Mark Antony and Cleopatra at the Battle of Actium in 31 BC, and the subsequent conquest of the Ptolemaic Kingdom in Egypt. In 27 BC, the Roman Senate granted Octavian overarching military power (imperium) and the new title of Augustus, marking his accession as the first Roman emperor. The vast Roman territories were organized into senatorial provinces, governed by proconsuls who were appointed by lot annually, and imperial provinces, which belonged to the emperor but were governed by legates.

Alexandria is a major city in Egypt. Lying at the western edge of the Nile River Delta, it extends about 40 km (25 mi) along the country's northern coast. It is Egypt's principal seaport, the second largest city after Cairo, and the largest city on the Mediterranean coast. Founded in 331 BC by Alexander the Great, Alexandria is one of the largest and most important cities of antiquity and a leading hub for science, culture, and scholarship.

Nicknamed the "Bride of the Mediterranean" and "Pearl of the Mediterranean Coast", the city is a popular tourist destination and a major industrial centre. It is the sixth-largest city in the Arab world and in the Middle East, and the eleventh-largest city and urban area in Africa. Alexandria was established originally near an ancient Egyptian settlement named Rhacotis, which later became its Egyptian quarter. The city was made the capital of the Ptolemaic Kingdom and became the foremost commercial, intellectual, and cultural centre for much of the Hellenistic age and late antiquity; at one time, it was the most populous city in the ancient world. Alexandria was best known for the Lighthouse of Alexandria (Pharos), one of the Seven Wonders of the Ancient World; its Great Library, the largest in the ancient world; and the Catacombs of Kom El Shoqafa, one of the Seven Wonders of the Middle Ages.

Ancient Egypt was a cradle of civilization concentrated along the lower reaches of the Nile River in Northeast Africa. It emerged from prehistoric Egypt around 3150 BC (according to conventional Egyptian chronology), when Upper and Lower Egypt were amalgamated by Menes, who is believed by the majority of Egyptologists to have been the same person as Narmer. The history of ancient Egypt unfolded as a series of stable kingdoms interspersed by the "Intermediate Periods" of relative instability. These stable kingdoms existed in one of three periods: the Old Kingdom of the Early Bronze Age; the Middle Kingdom of the Middle Bronze Age; or the New Kingdom of the Late Bronze Age.

The pinnacle of ancient Egyptian power was achieved during the New Kingdom, which extended its rule to much of Nubia and a considerable portion of the Levant. After this period, Egypt entered an era of slow decline. Over the course of its history, it was invaded or conquered by a number of foreign civilizations, including the Hyksos, the Kushites, the Assyrians, the Persians, and the Greeks and then the Romans. The end of ancient Egypt is variously defined as occurring with the end of the Late Period during the Wars of Alexander the Great in 332 BC or with the end of the Greek-ruled Ptolemaic Kingdom during the Roman conquest of Egypt in 30 BC. In AD 642, the Arab conquest of Egypt brought an end to the region's millennium-long Greco-Roman period.

Cleopatra VII Thea Philopator (Koine Greek: Κλεοπάτρα Θεά Φιλοπάτωρ, lit. 'Cleopatra father-loving goddess'; 70/69 BC – 10 or 12 August 30 BC) was Queen of the Ptolemaic Kingdom of Egypt from 51 to 30 BC, and the last active Hellenistic pharaoh. A member of the Ptolemaic dynasty, she was a descendant of its founder Ptolemy I Soter, a Macedonian Greek general and companion of Alexander the Great. Her first language was Koine Greek, and she is the only Ptolemaic ruler known to have learned the Egyptian language, among several others. After her death, Egypt became a province of the Roman Empire, marking the end of the Hellenistic period in the Mediterranean, which had begun during the reign of Alexander (336–323 BC).

Born in Alexandria, Cleopatra was the daughter of Ptolemy XII Auletes, who named her his heir before his death in 51 BC. Cleopatra began her reign alongside her brother Ptolemy XIII, but a falling-out between them led to a civil war. Roman statesman Pompey fled to Egypt after losing the 48 BC Battle of Pharsalus against his rival Julius Caesar, the Roman dictator, in Caesar's civil war. Pompey had been a political ally of Ptolemy XII, but Ptolemy XIII had him ambushed and killed before Caesar arrived and occupied Alexandria. Caesar then attempted to reconcile the rival Ptolemaic siblings, but Ptolemy XIII's forces besieged Cleopatra and Caesar at the palace. Shortly after the siege was lifted by reinforcements, Ptolemy XIII died in the Battle of the Nile. Caesar declared Cleopatra and her brother Ptolemy XIV joint rulers, and maintained a private affair with Cleopatra which produced a son, Caesarion. Cleopatra traveled to Rome as a client queen in 46 and 44 BC, where she stayed at Caesar's villa. After Caesar's assassination, followed shortly afterwards by the sudden death of Ptolemy XIV (possibly murdered on Cleopatra's order), she named Caesarion co-ruler as Ptolemy XV.