To beggar description
Enobarbus:
The barge she sat in, like a burnish'd throne,
Burnt on the water. The poop was beaten gold,
Purple the sails, and so perfumèd that
The winds were love-sick with them; the oars were silver,
Which to the tune of flutes kept stroke, and made
The water which they beat to follow faster,
As amorous of their strokes. For her own person,
It beggar'd all description: she did lie
In her pavilion—cloth of gold, of tissue—
O'er-picturing that Venus where we see
The fancy outwork nature.
Marc Antony's friend Enobarbus describes Cleopatra as he and Antony first saw her, sailing in pageant down the river Cydnus. While words might do justice to her barge, the queen herself "beggar'd all description." The verb "to beggar" dates only from the sixteenth century, and originally meant "to make a beggar of, to impoverish." In its figurative use here, "to beggar" means "to exhaust the resources of": to describe Cleopatra as she sailed by in her burnished throne is impossible because language is too poor.
On the other hand, Cleopatra does remind Enobarbus of a legendary painting of Venus. The artist's "fancy"—his imaginative power—renders a Venus more wonderful than anything in nature. Cleopatra does this portrait one better: she's a more spectacular work of art than even the most artful of paintings.