This Halmi extravaganza actually has a very promising start with a terrific entrance by Timothy Dalton as Caesar, followed up by a memorable first meeting between him and lovely Leonor Varela as Cleo. Unfortunately it soon goes downhill from there and by the time Cleopatra has consolidated her hold on Egypt we're getting dialogue like

Caesar: "I'm sorry about your library."

Cleo, (sighing like she's just scratched off a losing $1 lottery ticket): "Half of it is gone... half the world's knowledge."

However if you enjoy cheesy movies with beautiful people declaiming and narrowing their eyes at each other, you could do a lot worse than Billy Zane and Timothy Dalton, who are very much "into it" and who both look breathtakingly manly draped in togas and other bedsheets. (Dalton in particular looks amazingly fit and sexy for a 53-year-old, and it's hard to imagine another actor working today who could be a more commanding Caesar.) Unfortunately Varela's acting is just terrible and, well, the script is just hopeless. It gets slightly better when the plot goes from Egypt to Rome, where everyone speaks in English accents. But none of the acting in this is exactly Oscar caliber, shall we say. Take it for what it is and dig for the guilty pleasures.