In June 1959, producer Walter Wanger was given nine weeks and a little less than $3 million dollars to complete Cleopatra. An executive meeting in September 1959 concluded a revised total of $5 million. In November 1961, Wanger drew up an inventory of expenditures totalling over $15 million. A month later, he was told that Cleopatra could be completed for an estimated cost of $24 million. There were screen tests as early as 1959, and yet Cleopatra did not premier until June 1963, by which time expenses had exceeded $40 million. Despite being the year’s top-grossing film, Cleopatra did not begin to register a profit until its television rights were purchased by ABC in 1966.

When writer and director Joseph L. Mankiewicz attended the premier, he was interviewed by the actor Bert Parks. Reverently shaking his hand, Parks told Mankiewicz, “Congratulations. A wonderful, wonderful achievement.” Mankiewicz replied, “You must know something I don’t”. Given all that had befallen Cleopatra, what Nathan Weiss called “the costliest, most plagued, most written and talked about, and most brilliant of all films”, Mankiewicz’s downbeat humour is understandable.

Cleopatra (1963) follows the romances and intrigues of Julius Caesar, who conspires to become emperor of Rome, Mark Anthony, his general and confidante, and Cleopatra, the Egyptian queen with aspirations to rule the world. It is a melange of politics, melodrama, and elaborate set pieces, rich with all the trappings of a classic ‘sword and sandal’ epic. But despite being described as “the most anticipated motion picture ever conceived”, Cleopatra is often cited as the film which nearly bankrupted Twentieth Century Fox. The truth was that by autumn 1958, Fox, like many Hollywood studios, was struggling to compete against the popularity of television which was luring audiences away from cinema theatres, and had already faltered with a succession of expensive failures. Wanger speculated that the studio had lost in excess of £60 million in the years preceding Cleopatra; in a 1963 exposé, Jack Brodsky and Weiss, two of Fox’s top publicists, called $100 million a “conservative estimate”. Taking evasive action, Fox president Spyros Skouras asked executive David Brown to scour the studio archives in search of scripts which could be remade into reliable hits. After Brown found Cleopatra (1917), Wanger was entrusted with the project, given a modest budget, and tasked with developing a screenplay - because Fox’s first version of Cleopatra was a silent film, this would have to be done almost from scratch.

Wanger used set designs by John DeCuir to convince Skouras and his colleagues that the project could be more promising at the box office if made on a grander scale. They obligingly added several million dollars to his war chest and hired some of Hollywood’s most prestigious stars. Peter Finch was cast as Caesar, Stephen Boyd as Mark Anthony, and Elizabeth Taylor, perhaps the most famous, and now the most expensive screen actress in the world, agreed to play Cleopatra for $1 million.

Elizabeth Taylor as Cleopatra
Elizabeth Taylor starring as Cleopatra in Cleopatra (1963)

The troubled pre-production stretched from months to years. As late as May 1960, three months before filming was due to begin, Wanger lamented his lack of resources: “we don’t have enough studio space, we don’t have a full cast, don’t have a script, and don’t have a crew of labourers […] we don’t have the costumes.” Meanwhile, Rouban Mamoulian, Cleopatra’s director, dithered with Wanger and Skouras over where the film was to be shot. After prematurely demolishing thousands of square feet of sets on the Fox lot, and inquiries into filming in Italy and Turkey collapsed, sets were built at Pinewood Studios, London. But poor organisation again left Mamoulian without enough workers or supplies to complete construction on schedule. More exasperating still, once finished, the plaster palaces and temples were ruined by rain and constantly had to be repaired. Palm trees flown in from Hollywood had their leaves ravaged by the wind. It was also noticed that they were dying from lack of sunlight, and Mamoulian despaired at the impossibility of using Autumnal London to create the illusion of ancient Rome and Alexandria.

Further interruptions were caused by Taylor’s illnesses and infections, which later culminated in her being flown back to America to recuperate. Her absences were another disaster for the production because, as Keith Baxter, the stage actor playing Octavian, reveals, “the focus of the film was so much on Cleopatra there was so little that could be done that she [Taylor] wasn’t in.” She briefly returned to the set in January 1961, but in response to altercations with her over the script, much of which had been rewritten during the hiatus, Mamoulian resigned as director. Taking evasive action once again, Skouras replaced him with Mankiewicz, purchasing his talents for several million dollars.

Cleopatra’s production was effectively rebooted after Mankiewicz’s arrival. Rather than simply improving the script, which had already been treated by no fewer than five screenwriters, Mankiewicz began writing a new one. After revived debate over where Cleopatra should be filmed, $600,000 worth of sets were destroyed, and the crew vacated Pinewood for Cinecittà studios in Rome, bringing with them less than eleven minutes of useable film to show for sixteen weeks of work. But Mankiewicz also had the problem that by the time shooting re-started, Finch, Boyd and Baxter had all left Cleopatra and needed to be replaced.

For several months, Wanger and Mankiewicz lobbied for new leading men while under-staffed departments struggled to meet their massive quotas on impossible schedules. But, on September 25th, 1961, nearly three years to the day after he was handed the 1917 script, Wanger recorded, “Today […] we shot the first scene of Cleopatra."

Although Mankiewicz made hectic progress once filming resumed, show business journalists joined the jet-setters, royalty and US Congressmen enjoying the Cleopatra set as a high-class tourist destination. The production was then brought into international disrepute by the affair between Taylor and Richard Burton, now playing Mark Anthony. It is no exaggeration that the romance, dubbed La Scandale by the Roman paparazzi and condemned in the Vatican City newspaper Osservatore Della Domenica, became a global sensation, inviting hordes of tabloid photographers to add to the disruptions and distractions.

Large set piece from Cleopatra
Cleopatra (1963) set during filming

Back in Hollywood, Skouras was routinely screening footage sent from Rome in an attempt to palliate his restless stockholders, some of whom were suing the studio for mishandling their assets - hardly surprising considering Fox’s finances were so depleted that Skouras had already sold large portions of the lot for housing development. But Fox still managed to pay for a fleet of wooden warships, the $277,000 gold rigging of Cleopatra’s barge, and her procession into the Roman Forum, during which Taylor would descend from a giant sphinx after a cavalcade of horsemen, dancers, archers, and performers, and which originally featured a parade of elephants.

Mankiewicz tussled with Skouras and his colleagues over shooting deadlines and his multiplying budget, figures which Skouras was obliged to conceal. As Wanger recorded in his memoir, “Skouras is keeping some facts from the Board of Directors. […] we are making the picture on two budgets: the unrealistic New York budget, and the actual costs.” But the Fox executives were not oblivious to the fact that Cleopatra was haemorrhaging tens, sometimes hundreds of thousands of dollars every day- at the beginning of June 1962, Mankiewicz was given just 30 days to finish filming. The power-holders at Fox also finally lost patience with Skouras, and later the same month, pressured by threats of an executive walk-out, he resigned as studio president. Meanwhile, the production had been on the move yet again - to Ischia, back to Rome, then Egypt, where filming finally ended in July 1962.

Mankiewicz returned to Hollywood envisioning Cleopatra as two films, Caesar and Cleopatra and a sequel, Anthony and Cleopatra, to be released separately. However, Darryl F. Zanuck, Skouras’ successor, insisted that the footage be condensed into one film. Mankiewicz reluctantly agreed, but in October 1962, after protracted editing disputes, Zanuck fired him, intending to complete Cleopatra himself. However, he immediately ran into difficulties of his own. Mankiewicz had re-written the script in longhand while filming was ongoing, much of it in non-chronological order. Consequently, without a definitive version of the screenplay to consult during the editing process, the reams of footage awaiting Zanuck were unintelligible. Within weeks, Mankiewicz was re-hired, and returned to finish the film.

But the saga was soon prolonged yet again. Believing filming to have concluded the previous July, at the beginning of 1963, Mankiewicz found himself back on set, this time in Spain, re-filming scenes under Zanuck’s supervision. They then returned to Fox to squeeze what they could into the finished version of Cleopatra, which still needed to be chiselled down to size for its premier on Broadway.

Skouras intended Cleopatra as a low-budget remake, one which would go some way to helping Fox’s recovery from a run of box office failures. Expectations grew exponentially as the production demanded a larger budget and a longer schedule. By the time it was released, at more than $40 million, Cleopatra would have to be one of the biggest box-office successes in film history to vindicate Fox’s investments, to say nothing of the resignations and dismissals, or the costly delays and changes of locale. As Wanger noted, “Fox has had a long period without a hit. He [Skouras] hopes and prays that Cleopatra will do for Fox what Ben-Hur did for MGM.” To put this comment into context, Metro Goldwyn Meyer, like Fox, had been faced with the joint challenge of rejuvenating film theatres’ dwindling audiences while rescuing itself from collapse. The task fell to Ben-Hur (1959) - at more than $14 million, it was the most expensive film ever made, and a grave risk for MGM. If it flopped, the studio faced bankruptcy. However, Ben-Hur went on to win eleven Academy Awards, and was one of the most impressive box office successes of the era.

Scene from Ben-Hur, a chariot race
Ben-Hur (1959)

Cleopatra, however, overtook Ben-Hur as the most expensive film in history, but took three years to make its money back. In light of this, it is often regarded as the quintessential Hollywood disaster - as Weiss phrased it, “with this film it can be seen that the whole system finally breaks down under its own weight.” Perhaps Weiss exaggerates, but when we account for the time and money spent on its production, and what it was expected to accomplish for the studio, Cleopatra must be acknowledged as a failure, one made more acute when considered alongside the successes of contemporary Biblical and historical epics such as The Ten Commandments (1956), Spartacus (1960), El Cid (1961) and Lawrence of Arabia (1962). Its esteem slips still further when we note that within only a few years of its release, Fox produced an ensemble of films which finally hoisted the studio out of the doldrums. Among them was The Sound of Music (1965), another multiple Academy Award-winner, and which for a time was the highest-grossing film in history - all for a little over $8 million.

But Cleopatra would also have to impress both critics and film-makers. Once again, we can draw comparisons with Ben-Hur, which was instantly recognised as a masterpiece. Almost every facet of its production is hailed as a film-making milestone, and it is lauded as one of the greatest films ever made. Produced on a comparable scale, Cleopatra required tens of thousands of props and costumes, dozens of sets, and the construction of a wooden sphinx nearly forty feet high. It also had at its disposal some of the industry’s most celebrated actors, and one of its most revered directors. Unsurprisingly, Cleopatra was expected to be not just a spectacle, but one of Hollywood’s most tremendous artistic feats. The finished film, however, is disillusioning. Most of the interior sets are garish and ostentatious. The plot is hampered by colourless, sometimes dreary story-telling and affected dialogue. The ruthless editing shrinks almost all of the supporting characters into mere accessories. But perhaps we can forgive Cleopatra its faults and sympathise with Mankiewicz, who was seemingly harried by Skouras and Zanuck as the project edged towards completion, then pressured into halving his two-part, six-hour epic. Despite his heroics, rewriting Cleopatra while orchestrating a cast of thousands and a budget of millions, Mankiewicz’s own aspirations for the project were never realised.

Cleopatra has still not managed to extricate itself from its “caricature notoriety”, as described by Roddy McDowell, who replaced Baxter as Octavian. It is remembered as an exhibition of Hollywood film-making at its most reckless and wasteful, and is derided for its many undesirable distinctions. But sixty years of sensationalism and scandal-mongering have made it easy to overlook the feats of Mankiewicz and his colleagues. The Battle of Actium and Cleopatra’s parade into Rome still rank among film’s most iconic set pieces. Taylor’s costumes have influenced designers working in everything from historical epics to science-fiction, and Burton and McDowell’s performances are among the best in the sword and sandal genre. One can question whether these highlights compensate for the waste and disappointment pervading much of the rest of the film, but it would be an even greater waste to allow them to be swallowed up by Cleopatra’s unsavoury reputation.


All quotes used in this article can be found in the following sources:

The Cleopatra Papers: A Private Correspondence (1963), Jack Brodsky and Nathan Weiss, Simon and Schuster

My Life With Cleopatra: The Making of a Hollywood Classic (1963), Walter Wanger and Joe Hyams, Bantam Books, Inc.

Movietone News: The Cleopatra Premier (1963), prod. W. R. Higginbotham, Twentieth Century Fox

Cleopatra: The Film that Changed Hollywood (2001), dir. Brent Zacky and Kevin Burns, Prometheus Entertainment