Julius Caesar (Rex Harrison) defeats Pompey at the Battle of Pharsalus. Pompey flees to Egypt for help from Pharaoh Ptolemy XIII (Richard O'Sullivan) and his sister Queen Cleopatra VII of Egypt (Elizabeth Taylor). Caesar travels to Egypt and arrives in Alexandria in October 48 B.C. and meets the boy Pharaoh, who is a puppet to his advisors who have killed Pompey. Later Caesar meets Cleopatra who arrives in his chambers rolled up in a carpet.
Caesar: "Ah, yes. I seem to recall some mention of an obsession you have about your divinity... Isis, isn't it?
Cleopatra: "I shall have to insist that you mind what you say. I am Isis. I am worshipped by millions who believe it. You are not to confuse what I am with the so-called divine origin which every Roman general seems to acquire together with his shield. It was, uh, Venus you chose to be descended from, wasn't it?"
Caesar: "Germanicus! A guard to escort Queen Cleopatra to her apartments."
Germanicus: "Guard!"
Cleopatra: "The corridors are dark gentlemen, but you mustn't be afraid. I am with you."
Caesar orders the Egyptian fleet burned and the fire spreads to the city, destroying the priceless Library of Alexandria. Cleopatra says, "How dare you and the rest of your barbarians set fire to my library?" She angrily fights with Caesar, who begins kissing her. Ptolemy's troops attack and are defeated. Caesar passes sentences on Ptolemy and his advisors that result in their deaths. Cleopatra is crowned sole Queen of Egypt and discusses marriage with Caesar. She tells Caesar, "My breasts are full of love and life. My hips are round and well apart. Such women, they say, have sons."
Cleopatra bears Caesar a son, Caesarion (John Pepper), and Caesar returns alone to Rome in triumph. He is made dictator for life and two years later Cleopatra arrives in Rome in a lavish procession, one of the highlights of the film. On the Ides of March, as the Roman Senate is voting to give Caesar additional powers, he is murdered by some Senators at the foot of a statue of Pompey.
Octavian (Roddy McDowall) is named heir, and Cleopatra returns to Egypt. Marc Antony (Richard Burton) wants to split the Roman Empire with Octavian and visits Cleopatra in Tarsus to obtain money and supplies for his army. They both confess that they have loved each other for years. When Antony returns to Rome, he is manipulated into marrying Octavia (Jean Marsh), Octavian's sister, and Cleopatra feels angry and betrayed.
Cleopatra: "You will kneel."
Antony: "I will what?"
Cleopatra: "On your knees."
Antony: "This son of Caesar, does it upset you?"
Augustus: "No."
Antony: "You were so shut at the mouth just now one would think your words were are precious to you as your gold."
Augustus: "Like my gold, I used them where they are worth most."
Antony: "Ah! And your virtue?...My friend has a friend."
Augustus: "That too."
Marc Antony meets Cleopatra again, offers her a third of the Empire and divorces Octavia. The Senate votes for war and at the Battle of Actium in Greece Antony is defeated. He returns with Cleopatra to Egypt where a minor battle with Octavian also ends in defeat. Marc Antony believes Cleopatra is dead and falls on his own sword, then dies in the arms of Cleopatra. Octavian wants Cleopatra to return to Rome with him. She notices that he is wearing Pompey's ring, a sure sign that her son is dead. She retires to her chambers and deliberately allows herself to be bitten by a poisonous asp snake, and dies.
CLEOPATRA is the second-most costly film ever produced and nearly bankrupted 20th Century Fox. Only WAR AND PEACE (1968) cost more. It is the most mismanaged film in history. The real reason Marilyn Monroe was fired from "Something's Got To Give" and its production stopped was because of the cost of CLEOPATRA. The studio did not get back on its feet until the overwhelming financial success of SOUND OF MUSIC (1965).
Heralded prior to its release, CLEOPATRA proved to be both a critical and also a box office disappointment. It took decades for the film to make a profit. Elizabeth Taylor said it is, "surely the most bizarre piece of entertainment ever to be perpetrated". The movie is great for an hour or two, always a feast for the eyes, but overall it is a curiosity that is sometimes flat and dull because of its inordinate length.
There are impressive crowd scenes, opulent Roman and Egyptian interiors, and the money spent is certainly visible on the widescreen. This film is a mammoth spectacular extravaganza on a massive scale, but the epic historical drama has an unsurprising story and is overlong at 243 minutes. That's over 4 hours long! The broadcast version is 194 minutes.
Elizabeth Taylor is a sexy queen who is beautiful to look at, Rex Harrison is a majestic Caesar, Roddy McDowell is very good, but Richard Burton's performance is uneven and somewhat wooden. CLEOPATRA is a great movie, monumentally famous, and it was nominated for 9 Academy Awards. It won 4 Oscars: Best Cinematography, Best Art Direction, Best Costume Design, and Best Special Effects.
Others in the cast include: George Cole (Flavius), Pamela Brown (High Priestess), Hume Cronyn (Sosigenes), Cesare Danova (Apollodorus), Kenneth Haigh (Brutus), Andrew Keir (Agrippa), Martin Landau (Rufio), Robert Stephens (Germanicus), Francesca Annis (Eiras), Gregoire Aslan (Pothinus), Martin Benson (Ramos), Herbert Berghof (Theodotos), John Cairney (Phoebus), Jacqui Chan (Lotus), Isabel Cooley (Charmian), John Doucette (Achillas), Andrew Faulds (Canidius), Michael Gwynn (Cimber), Michael Hordern (Cicero), John Hoyt (Cassius), Marne Maitland (Euphranor), Carroll O'Connor (Casca), Gwen Watford (Calpurnia), Douglas Wilmer (Decimus), John Alvar (Valvus), Finlay Currie (Titus), Luigi Martocci (Marcellus), Furio Meniconi (Mithridates), and many others.
CLEOPATRA is adapted from "The Life and Times of Cleopatra" written by Carlo Mario Franzero based on the histories of Plutarch, Suetonius, and Appian. The screenplay was written by Joseph L. Mankiewicz, Ranald MacDougall, Sidney Buchman, and Ben Hecht. Alex North composed the music. Rouben Mamoulian began direction, was fired and replaced by director Joseph L. Mankiewicz with help from Darryl F. Zanuck.