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Ptolemies successors would go on to make Alexandria a cultural magnet as it was a city where some of the greatest scholars of the Hellenistic world traveled to in order to establish themselves in their respective fields, including history, science, philosophy, and art. Although built on Egyptian soil, Alexandria was essentially a Greek city, which was due in large part to large scale Greek immigration to the city during the first 100 years of Ptolemaic rule. <ref> Bowman, p. 122</ref> The result was that Alexandria looked more like a Greek city with a veneer of Egyptian influence, while the rest of Egypt continued on as it had for centuries. Citizenship followed the Greek model, but a tripartite legal system developed where lawsuits, marriage customs, and criminal laws were followed according to membership in one of the three major ethnic communities: Greek, Egyptian, and Jewish. <ref> Bowman, pgs. 124-125</ref> Along with the political alterations the Ptolemies brought to Egypt, there were also significant cultural changes that took place. Later, when the Romans took control of Egypt they continued the trend by building amphitheaters and other public monuments such as Pompey’s Pillar, which is dated to the third century AD.
Roman influence in Ptolemaic Egypt began in the early second century BC. During that period, the Roman Republic was fresh off its victory over Carthage in the Second Punic War and the Hellenistic successor states were involved in internecine fighting for control of the east. Under King Ptolemy VI (reigned 180-145 BC), Ptolemaic Egypt became embroiled in a war with the Hellenistic successor kingdom known as the Seleucid Empire, which was led by Antiochus IV (ruled 175-164 BC). The war, known as the Sixth Syrian War (170-168 BC), was the last one between the two kingdoms and although the Seleucids technically won when he successfully invaded Egypt and proclaimed himself pharaoh, they were forced to leave when the Romans intervened. According to the second century AD Roman historian Dio, Antiochus IV knew better than to challenge the Romans:
“In a campaign directed against Egypt he conquered the greater part of the country and spent some time in besieging Alexandria. When the rest sought refuge with the Romans, Popilius was sent to Antiochus and bade him keep his hands off Egypt; for the brothers, comprehending the designs of Antiochus, had become reconciled. When the latter was for putting off his reply, Popilius drew a circle about him with his staff and demanded that he deliberate and answer standing where he was. Antiochus then in fear raised the siege.” <ref> Cassius Dio. <i> Roman History.</i> Translated by Earnest Cary. (Cambridge, Massachusetts: Harvard University Press, 1954), XX, 9, 25</ref>
===Cleopatra in Power===
