Review by Ed Nguyen

Stars: Stephen Boyd, Sophia Loren, Alec Guinness, James Mason, Christopher Plummer, John Ireland, Omar Sharif
Director: Anthony Mann
Audio: English 5.1
Subtitles: English, Spanish
Video: Color, letterbox widescreen
Studio: The Weinstein Company
Features: Commentary, eight short films & documentaries, trailers, filmographies, still galleries, postcards, souvenir program
Length: 185 minutes
Release Date: April 29, 2008

I am not like my father, and if I’m to be crowned Caesar, I will change all he did.

Film *** ½

During the 1950’s, the Hollywood studios viewed the new technology of television with ever-growing trepidation.  Audiences which had once flocked to the theaters now preferred to stay home, and consequently, the film industry began to resort increasingly to extravagant measures to lure complacent Americans away from their homes and television sets.  An emphasis on widescreen, big-budgeted epics provided one way of recapturing audiences, and chief among such films were the sword-and-sandal epics.  In truth, such films had been around for decades but would reach their zenith during the 1950’s and 1960’s through such huge epics as Ben-Hur or Cleopatra.

One of the more fearless producers of such epics during this time was Samuel Bronston, whose independent production company had financed 1961’s King of Kings and the wildly-popular El Cid.  Encouraged by these successes, Bronston set his sights on his biggest project ever, a retelling of the decline of the Roman empire itself.  Who today could ever envision or even finance such a massive film of this scope and breadth?

Little expense was spared in making the film as accurate as possible.  The leading Roman historian of the day, Will Durant, served as consultant for the film’s complex and thematically-rich script, which even drew from the Roman Emperor Marcus Aurelius' philosophical work “The Meditations.”  Not surprisingly, production standards for the film were astronomical.  The film was budgeted at $20 million but eventually cost closer to $30 million, a large sum in the 1960’s.  Bronston’s outdoor sets covered more than 250 acres of Spanish countryside, including a full-scale recreation of the Roman Forum, not to mention the numerous interior sets.  Las Matas near Madrid served as the setting for the Roman Forum.  The snows of the Sierra de Guadarrama provided the backdrop for the northern frontier.  The plains near Manzanares El Real provided the battleground for the film’s epic “Battle of the Four Armies.”  In short, The Fall of the Roman Empire (1964) was one of the largest undertakings ever in film history.

To maximize this risky film’s box office potential, Bronston brought back El Cid’s director, Anthony Mann, to helm his new project and also signed established stars for the ensemble cast.  Bronston originally offered the film’s lead role to Charlton Heston (Ben-Hur) and Kirk Douglas (Spartacus), but the role eventually went to Stephen Boyd, no stranger to sword-and-sandal epics, either (Boyd had portrayed Messala, Heston's chief rival, in Ben-Hur).  Beauty and glamour were provided by Sophia Loren, at the time probably the world’s most famous international film actress and a major box office draw.  The supporting cast included James Mason, Alec Guinness, Anthony Quinn, and Omar Sharif among many others, all top stars in their own right.

The opening monologue of The Fall of the Roman Empire contains a phrase that fairly summarizes the film’s main theme - “A great civilization is not conquered from without until it has destroyed itself from within.”  And so, for three hours of running length, The Fall of the Roman Empire bears witness to the earliest signs of inward corruption and greed that will lead to the eventual downfall of the Roman empire, even if centuries later.

The film opens circa the 2nd century C.E. on the snowy northern borders of the Roman empire.  For years, the current Caesar, Marcus Aurelius (Alec Guinness), last of Rome’s great philosopher-emperor, has guided his legions in an attempt to tame the northern barbarians.  Peace is perhaps at hand, so Marcus Aurelius summons the great leaders of the Roman empire to the frontier to witness what he hopes will be the start of a great peace, a family of equal nations united, the dream of a Pax Romana.

A grand procession of generals and provincial governors assembles to praise the current Caesar.  By the Caesar’s side is Timonides (James Mason), a Greek slave-turned-advisor to the emperor.  Among this pageantry is the bold Livius (Stephen Boyd), the commanding general of the Northern Army and the man soon to be anointed Aurelius’ chosen successor.  Also, arrived from Rome, where he has ruled in his father's stead, transforming the great capital into a frivolous city of games and gladiators, is Aurelius’ own dissolute and irresponsible son Commodus (Christopher Plummer).

Commodus is crudely ambitious and expects one day to succeed his father as Caesar.  The news that Marcus Aurelius has privately chosen Livius instead as his heir is a grave blow to Commodus’ ego and initiates a widening rift between Livius and Commodus, once childhood friends.  The annals of history is filled with accounts of lifelong friends transformed into bitter enemies, and such will soon be the case here for two men once almost as brothers to one another.

To complicate matters, Livius is in love with the Caesar’s daughter, Lucilla (Sophia Loren).  Theirs is a secret and forbidden love, as Lucilla is to be promised in marriage to King Sohamus of Armenia (Omar Sharif) in the hopes that such a bond will preserve the crucial peace along the eastern provinces of the Roman empire.  The forbidden love between the soon-to-be Armenian queen Lucilla and her true love Livius is paralleled by the sad consequences of an old affair between Marcus Aurelius's own wife Faustina and her own secret lover.

The first half of The Fall of the Roman Empire recounts an attempt to defeat the barbarians and to lay a trap to capture their leader, Ballomar.  Commodus’ undue faith in his army of cowardly gladiators, as opposed to Livius’ well-trained Roman legions, threatens to doom the campaign to failure.  Ultimately, both men will challenge one another for the right to command the Northern Army.  This battle of wills, including a vicious chariot race, bears ill tidings which foreshadow darkness in Rome’s future.  The omens grow worse with the suspicious death of Marcus Aurelius before any public announcement is made of his named successor; as a result, an usurper to the title of Rome’s new Caesar will instead return triumphant to Rome.

The second half of the film thus shifts its focus to Rome and the reign of its new Caesar.  There will be numerous debates on the floor of the Roman Senate about the future of Rome, where the new Caesar has declared himself to be a living god.  Marcus Aurelius’ former policies, considered to be those of a weak man, are tossed asunder in favor of cruel and intolerant tactics that ultimately prove unbearable to the struggling eastern provinces of the empire and push them to the brink of rebellion.

How far will these provinces go to subvert the will of the new Caesar?  And what role will Lucilla, daughter of the old Caesar, play in this growing tide of dissent?  Who will uphold Marcus Aurelius’ hopes for a fading Pax Romana?  The choice is one of acquiescing to the tyrannical will of the new Caesar or sympathizing with the plight of the rebelling provinces, whose grievances with Rome are justified.  Consequently, the major set piece of the second half of The Fall of the Roman Empire will be the Battle of Four Armies.  Forces of the Persians and Armenians, the eastern rebels of Syria, Cappadocia and Egypt, and the troops of the Northern Army will all collide on a corrugated plain with the fate of Rome in the balance.

All this vainglory does at times overwhelm the narrative, and perhaps the visuals are the true star of this production.  Still, there are solid acting performances to be found throughout the film.  Best are James Mason as a philosophical advisor to Marcus Aurelius and Alec Guinness as the wise if weary Marcus Aurelius himself.  The most spirited and mischievous performance belongs to Christopher Plummer, who only a year later would rise to greater fame as The Sound of Music’s Captain Von Trapp.

But for all of this film’s glorious battle sequences, awe-inspiring set pieces, solid performances, and impressive production values, one cannot escape the fact that ultimately, The Fall of the Roman Empire is a rather dark and pessimistic film.  Many of the major characters will meet sad demises as the story unfolds.  There is a melancholy finale in which rationality fades away in an atmosphere of ever-consuming greed for power and money and the realization that a great civilization has begun to lose its cohesion.

Perhaps this was not the film message that American audiences craved during the early 1960’s.  With the recent death of its President and falling public morale over the increasing turmoil of the Vietnam conflict, America in 1964 did not need a film such as The Fall of the Roman Empire to further erode its sense of optimism and self-pride.  The society that had embraced Ben-Hur had changed by 1964 and would change even more as the decade progressed.

In a sense, The Fall of the Roman Empire was the last of a dying breed.  It was one of the last great sword-and-sandal epics and one of the last truly mega-budgeted films of the decade.  It was also to be Samuel Bronston’s final film of note.  While the film was not the box office smash that Samuel Bronston had hoped it would be, of all his films, Bronston would in later years identify most with The Fall of the Roman Empire’s Marcus Aurelius.  Here, after all, was a man of great persuasion and honor, a man who sought to unite all through his vision, in short, a man very much like Samuel Bronston himself.

Video *** ½

As the dove fears the eagle, as the lamb fears the wolf, so is my heart heavy with fear.

Some films simply should not be viewed on anything less than a monster screen.  Epics, like Lawrence of Arabia, for instance.  Or, in this case, The Fall of the Roman Empire.  This film absolutely demands to be experienced on a big screen, and anything less than a 32" television should be disqualified from consideration.

The film was photographed in the “Ultra Panavision 70” widescreen process, which employed 65/70 mm Panavision anamorphic optics to create up to a 2.76:1 aspect ratio.  This DVD was created using elements from the original Roadshow version of The Fall of the Roman Empire to provide the longest and most complete version of the film possible.  The colors are glorious, and image detail is usually fairly sharp except in a few wide-angle shots; there is only a trace of emulsion scratches here and there.

Audio *** ½

The sweeping, epic quality of Dimitri Tiomkin’s imaginative and unconventional score is preserved in this fine 5.1 audio remastering.  The Oscar-nominated score employs bold musical styles throughout, such as a bolero for the parade of Roman provincial governors or a tarantella for a Roman mob setting.  Audio provides a reasonably immersive listening experience, given the film’s relative age.

Features ****

If you listen very carefully, you'll hear the gods laughing.

This limited collector's edition of The Fall of the Roman Empire is a three-disc extravaganza contained in a handsome souvenir box.  Six postcards with production stills are included, as well as a fine reproduction of the original 1964 souvenir program.  This 32-page booklet features color and black & white production stills from the film, cast & crew information, and liner notes.

Disc One contains part one of the epic film as well as a few bonus features.  There is a feature-length audio commentary track by Bill Bronston, son of Samuel Bronston, and Mel Martin, author of "The Magnificent Showman."  Rome in Madrid (22 min.) is a 1964 promotional film about the making of the monster-budgeted The Fall of the Roman Empire.  James Mason narrates this behind-the-scenes glimpse at the full-scale recreation of the ancient Roman Forum, tests for props and costumes and make-up, and the filming of various crowd, battle, and death sequences.  Most of the film’s major cast members appear at one point or another in this promotional film, either in production footage or actual film clips.

A still gallery on the disc is divided into a section for behind-the-scene shots (50 photos) and a promotional section (25 photos), including lobby artwork and script pages.  Other promotional extras include trailers for The Fall of the Roman Empire, El Cid, Cinema Paradiso, and Control.  The disc closes with selected filmographies for the cast and crew.

Disc Two contains the second half of The Fall of the Roman Empire, a continuation of the commentary track, and new supplemental features.  “The Rise and Fall of an Epic Production: The Making of the Film” (29 min.) discuss the film’s impressive sets, cast, and costumes.  Vintage footage of the Roman Forum, with its solid buildings and completely finished interiors, is shown.  Deleted scenes are mentioned and may have amounted up to 40 minutes of footage not seen in the film.  “An Historical Look at the Real Roman Empire” (11 min.) offers a general discussion of the Roman empire and various theories for its eventual decline over a period of three centuries.  “Hollywood vs. History: An Historical Analysis” (10 min.) compares scenes and fictional characters in the film with the actual historical figures and pivotal events in the long history of the Roman empire.  Lastly, “Dimitri Tiomkin: Scoring the Roman Empire” (20 min.) dissects the Tiomkin score and offers a biography of the famous Russian composer.

Disc Three contains an hour of vintage supplemental features, namely historical films produced by Encyclopaedia Britannica on the actual sets of The Fall of the Roman Empire.  There are two introductions (6 min.) - one old and one new - followed by three short films.  “Life in Ancient Rome” (13 min.) is a general depiction of what life may have been like back in the days of antiquity; this short film also discusses welfare, law, the Pax Romana, and slavery.  “Julius Caesar: The Rise of the Roman Empire” (22 min.) offers a fictional account of the rise to power of the famous Roman ruler.  “Claudius: Boy of Ancient Rome” (16 min.) is a fictional account of a friendship between a young Roman boy and a slave-child.

BONUS TRIVIA:  Ridley Scott’s Gladiator was based on the same events that inspired The Fall of the Roman Empire.


The Fall of the Roman Empire was one of the most gorgeous (and expensive) epics of its day.  This limited edition offers a beautiful restoration of the film as well as a wealth of insightful supplement features.

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