Overview: How did Egypt climb to its last period of splendor under the Ptolemies? And why did the empire nevertheless fall under their rule? Downfall tells the story of how Alexander the Great occupied Egypt in 333 AD and became Pharaoh. After his early death, Alexander's friend and general, Ptolemy, founded a new dynasty in Egypt that sought to combine Hellenistic and Egyptian culture. The newly founded city of Alexandria became a cultural melting pot. Yet, while the Ptolemies flaunted wealth and luxury, the second half of their reign saw famine and revolts. The final Episode of ANCIENT EGYPT – Chronicles of an Empire shows that even the alliance of the last Ptolemaic ruler, Cleopatra, with the might of Rome could not save the empire. After 3000 years, Egypt's time was up.