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Recent research into Hellenistic dynasties has emphasized an understanding of the tensions, discord, civil strife, and weakening of royal houses caused by polygamy (e.g. Ogden 1999). At the center of this body of research lies the father-son bond, which could be considerably weakened by the fact that kings often had multiple wives who championed their own sons. Far less attention has been paid to key mother-daughter relationships in the Ptolemaic dynasty. In this feminist analysis, I will explore the centrality of royal mother-daughter relations in the topsy-turvy politics of second-century BCE Ptolemaic Egypt. Specifically, I will examine the relationship of Queen Cleopatra II and her daughter, Cleopatra III, both of whom were married to the same man, Ptolemy VIII Physcon, as well as the tensions between Cleopatra III and her own daughter, Cleopatra IV. Like their later counterpart Cleopatra VII, these were some of the most powerful women in ancient history, and their relationships with one another stood at the center of Ptolemaic power-brokering. These women played not only the role of kingmaker, but, in the case of Cleopatra III, also that of queen-maker. (It is of particular interest to this study that “kingmaker” is a word in the English dictionary, whereas “queenmaker” is not, although, at least for the purposes of this paper, it is an equally important term.) Although their lives were fraught with difficulty, Cleopatra II and III must have had a strong mother-daughter bond, at least to start. Cleopatra II’s last husband, her brother Ptolemy VIII, not only divorced Cleopatra II, he killed her sons, and then raped, impregnated and finally forcibly wed her daughter Cleopatra III (Justin 38.8; Valerius Maximus 9.1 ext. 5; Diod. 34/35.14). Despite the fact that all sources agree that Cleopatra III was so brutally mistreated, Whitehorne (1994: 123) argues that “Cleopatra III may not have played such a passive role in the initiation of the relationship,” by perhaps actively pursuing Ptolemy VIII to “put herself on an equal footing with her mother…” Whitehorne’s analysis flies in the face of the evidence. After a civil war, both Cleopatra II and III remained Ptolemy VIII’s co-rulers in a most unusual, three-way monarchical relationship. Some level of cooperation between mother and daughter surely must be one reason that this trio ruled, although other factors were at play. Both mother and daughter had bona fide reasons to despise Ptolemy VIII, and may have worked together to check his authority. The two women continued to co-rule after Ptolemy VIII’s death, although Cleopatra II died shortly thereafter of old age. At this juncture, Cleopatra III would have chosen her younger son, Ptolemy X Alexander, as her co-ruler, but the Alexandrians instead forced Cleopatra III to install her eldest son, Ptolemy IX, as her co-pharaoh (Justin 39.3.2; Porphyry FGrH 260 F 2.8-10). Cleopatra III, in turn, then compelled Ptolemy IX to divorce her daughter (his sister-wife), Cleopatra IV, and instead marry, Cleopatra Selene, yet another of her daughters. Angered by her mother’s actions, Cleopatra IV gathered an army on Cyprus, probably with the intention of marching on Egypt to contest her mother’s decision and reclaim her place on the throne. But her brother Ptolemy X offered her no assistance, so she instead married, Antiochus IX Cyzicenus, a contender for the Seleucid throne, and was ultimately killed by the order of yet another of her sisters, Tryphaena, the wife of Antigonus Grypus, the other claimant to the Seleucid throne. While our sources leave many questions unanswered about the intimate relations between these mothers and daughters, they do suggest a scenario of “mother knows best,” or, perhaps better stated, a situation where mother reigned supreme, despite adversity. They also suggest cut-throat tensions between royal sisters, initiated by mother at some level.