Pothinus was a eunuch.  He had been, for a long time, an officer of government under Ptolemy, the father.  He was a proud, ambitious, and domineering man, determined to rule, and very unscrupulous in respect to the means which he adopted to accomplish his ends.  He had been accustomed to regard Cleopatra as a mere child.  Now that she was queen, he was very unwilling that the real power should pass into her hands.  The jealousy and ill will which he felt toward her increased rapidly as he found, in the course of the first two or three years after her father’s death, that she was advancing rapidly in strength of character, and in the influence and ascendency which she was acquiring over all around her.  Her beauty, her accomplishments, and a certain indescribable charm which pervaded all her demeanor, combined to give her great personal power.  But, while these things awakened in other minds feelings of interest in Cleopatra and attachment to her, they only increased the jealousy and envy of Pothinus.  Cleopatra was becoming his rival.  He endeavored to thwart and circumvent her.  He acted toward her in a haughty and overbearing manner, in order to keep her down to what he considered her proper place as his ward; for he was yet the guardian both of Cleopatra and her husband, and the regent of the realm.

Cleopatra had a great deal of what is sometimes called spirit, and her resentment was aroused by this treatment.  Pothinus took pains to enlist her young husband, Ptolemy, on his side, as the quarrel advanced.  Ptolemy was younger, and of a character much less marked and decided than Cleopatra.  Pothinus saw that he could maintain control over him much more easily and for a much longer time than over Cleopatra.  He contrived to awaken the young Ptolemy’s jealousy of his wife’s rising influence, and to induce him to join in efforts to thwart and counteract it.  These attempts to turn her husband against her only aroused Cleopatra’s resentment the more.  Hers was not a spirit to be coerced.  The palace was filled with the dissensions of the rivals.  Pothinus and Ptolemy began to take measures for securing the army on their side.  An open rupture finally ensued, and Cleopatra was expelled from the kingdom.

She went to Syria.  Syria was the nearest place of refuge, and then, besides, it was the country from which the aid had been furnished by which her father had been restored to the throne when he had been expelled, in a similar manner, many years before.  Her father, it is true, had gone first to Rome; but the succors which he had negotiated for had been sent from Syria.  Cleopatra hoped to obtain the same assistance by going directly there.

Nor was she disappointed.  She obtained an army, and commenced her march toward Egypt, following the same track which Antony and Gabinius had pursued in coming to reinstate her father.  Pothinus raised an army and went forth to meet her.  He took Achillas as the commander of the troops, and the young Ptolemy as the nominal sovereign; while he, as the young king’s guardian and prime minister, exercised the real power.  The troops of Pothinus advanced to Pelusium.  Here they met the forces of Cleopatra coming from the east.  The armies encamped not very far from each other, and both sides began to prepare for battle.