This essay proposes that Shakespeare’s Cleopatra is a male fantasy of a love object for Antony. She is an extravagantly feminine construction of a character who effects a transformation in Antony that enables him to finally perceive himself as a heroic lover as well as a heroic warrior. A fluidity of gender roles in the passionate relationship between Cleopatra and Antony elevates their mutual love, making it both transformative and transcendent. An examination of key passages in the play will demonstrate that Cleopatra’s empathic mirroring of Antony’s love is facilitated by her comfort with the “phallic” aggressive components in her own sexuality. The interpenetration of this mirroring helps Antony to expand the concept of his own masculinity in such a way as to resolve within himself the dichotomy of Rome/male/warrior versus Egypt/female/lover that underlies the dynamic of conflict in this play.