He might have joined his partisans at Corcyra or Africa; but repugnance toward his aristocratic allies and the thought of the reception which awaited him there after the day of Pharsalus and above all after his disgraceful flight, appear to have induced him to take his own course and rather to resort to the protection of the Parthian king than to that of Cato.

While he was employed in collecting money and slaves from the Roman revenue-farmers and merchants in Cyprus, and in arming a band of 2000 slaves, he received news that Antioch had declared for Caesar and that the route to the Parthians was no longer open.

So he altered his plan and sailed to Egypt, where a number of his old soldiers served in the army and the situation and rich resources of the country allowed him time and opportunity to reorganize the war.
In Egypt, after the death of Ptolemaeus Auletes (May 703) his children, Cleopatra about sixteen years of age and Ptolemaeus Dionysus about ten, had ascended the throne according to their father's will jointly, and as consorts; but soon the brother or rather his guardian Pothinus had driven the sister from the kingdom and compelled her to seek a refuge in Syria, whence she made preparations to get back to her paternal kingdom.

Ptolemaeus and Pothinus lay with the whole Egyptian army at Pelusium for the sake of protecting the eastern frontier against her, just when Pompeius cast anchor at the Casian promontory and sent a request to the king to allow him to land.

The Egyptian court, long informed of the disaster at Pharsalus, was on the point of refusing to receive Pompeius; but the king's tutor Theodotus pointed out that, in that case Pompeius would probably employ his connections in the Egyptian army to instigate rebellion; and that it would be safer, and also preferable with regard to Caesar, if they embraced the opportunity of making away with Pompeius.