This movie was terrible. The reason I give it such a high score is because the two leads, Timothy Dalton and Billy Zane, were fantastic. Unfortunately, this movie did not keep up with them. Leonor Varela did not deserve to be in this movie. She was acting as if it were a high school play, pouting and stamping her way through the movie. She was extremely uncharismatic and did not have a sixteenth of the depth and class Taylor and Colbert did. I won't criticize the movie too much for its historical inaccuracies. One thing that did put me off was the portrayal of Octavian. He was the main antagonistic force, which he also was in the two previous versions, but in this one history is altered. Octavian was not part of the plot to assassinate Caesar and was not even in Rome when Caesar was killed. The actor who played Octavian in this version of Cleopatra, Rupert Graves, was obviously trying to copy the characterizations that Roddy McDowall, in the 1963 version of Cleopatra, gave to Octavian. He failed miserably. I've read quite a number of reviews saying that the sets and coloring were good. I personally thought that the colors were too lurid and the sets too small. However, for a TV movie budget, it did okay. My final word is that this movie is fun to watch, but don't take it too seriously.