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Berenice (HWV 38) is an opera in three acts by George Frideric Handel to a 1709 Antonio Salvi libretto, Berenice, regina d'Egitto, or Berenice, Queen of Egypt. Handel began the music in December 1736; the premiere took place at Covent Garden Theatre in London on 18 May 1737 — but was unsuccessful, with just three further performances. Set circa 81 B.C., Berenice traces the life of Berenice III of Egypt, daughter of Ptolemy IX, the main character in another Handel opera, Tolomeo.