The Fall of the Roman Empire (1964)


The Fall of the Roman Empire is a 1964 American epic film directed by Anthony Mann and produced by Samuel Bronston, with a screenplay by Ben Barzman, Basilio Franchina and Philip Yordan.

The film stars Sophia Loren, Stephen Boyd, Alec Guinness, James Mason, Christopher Plummer, Mel Ferrer, and Omar Sharif.

The film’s plot is only loosely based on actual historical events. However, in the long-established view of Roman history, Marcus Aurelius is considered as the last of the Five Good Emperors whose time is considered the best of Roman imperial history. Commodus is generally considered to have fallen far below the standard set by his father and the four earlier Emperors, and his reign is considered as the beginning of the decline – though that would still take several centuries.


In the winter of 180 AD, the Roman emperor Marcus Aurelius fights to keep Germanic tribes from invading his northern territories on the Danube frontier (a war which in fact had been ongoing for over a decade, with no end in sight as of 180). His deputies are the Greek ex-slave Timonides, a closet Christian, and the stern and honest general Gaius Livius. Livius has close connections with the imperial family, being the lover of Aurelius’ philosopher daughter Lucilla and a friend of her brother Commodus. Nevertheless, he is amazed to hear that Aurelius wants to make him his heir. Despite his military obligations the emperor has egalitarian ideals, dreaming of a day when Rome grants equal rights to men of all nations. He knows that he will not live to achieve this end, and trusts Livius to do so more than his charismatic but brutal son. The discovery that his father has effectively disinherited him hurts Commodus immensely, and damages the almost brotherly relationship he had enjoyed with Livius.

Aurelius summons all the governors of the Roman Empire to his headquarters, intending to announce Livius’ future accession. Before he can do so he is poisoned by Commodus’ cronies, who hope to secure their own political future by putting their friend on the throne. Sure enough, Livius feels that a non-aristocrat such as himself would never be accepted as emperor without Aurelius’ explicit backing; he lets his old friend take the position instead. Commodus, who was not part of the murder plot, is left feeling helplessly angry at his deceased father. He dedicates himself to undoing all of Aurelius’ policies; this involves blatant favouritism towards Rome and Italy, which are enriched by ferocious taxation of the provinces that were to be their equals.

Meanwhile, Livius’ army scores an important victory on the frontier, capturing the German chieftain Ballomar and his aides. Timonides wins the Germans’ trust by successfully undergoing an ordeal, having his hand thrust in a fire; with his help, Livius decides to put Aurelius’ policy into effect despite disapproval from Commodus. Lucilla helps convince Livius to defy the emperor, since she loved her father as much as Commodus hates him. A speech by Timonides persuades the Roman Senate to let the German captives become peaceful farmers on Italian land, thereby encouraging their fellow barbarians to cooperate with Rome instead of fighting it. Commodus is furious, and sends Livius back to his frontier post in what is effectively a sentence of banishment. Lucilla is forced to go to Armenia, with whose king she shares a loveless political marriage.

Commodus is compelled to recall Livius in order to put down a rebellion by Rome’s eastern provinces. When he arrives at the site of the unrest, Livius is horrified to find that Lucilla is behind it. She tries to persuade him to join her in making a splinter state, free of her brother’s influence, but he feels that Roman civilisation will collapse if it is broken into pieces. The issue is settled in an unexpected manner when Lucilla’s husband calls in Rome’s archenemy the Persians to help the rebelling forces fight Livius. The sight of the dreaded Persian cavalry so panics the defecting Romans that they go back over to Livius, swelling his army and allowing him to score an immense victory. The king of Armenia is killed, and Commodus sends word that Livius is to be made joint ruler of Rome. The condition for this reward, however, is that Livius is to wreak hideous punishments on the populations of the disloyal provinces.

Rejecting this latest piece of brutality, Livius and Lucilla take their army to Rome and order Commodus to abdicate. He responds by bribing away the soldiers’ loyalty and massacring Timonides and the population of the German colony (the latter action ensuring centuries of future hostility between Romans and Germans). The fawning Senate declares Commodus a god, and Livius and Lucilla are sentenced to be burned alive as human sacrifices to the new deity. This victory for Commodus is accompanied by a terrible private discovery – he is not of royal blood, being the product of illicit sex between his promiscuous mother Faustina Minor and the gladiator Verulus, who has since served as the emperor’s bodyguard. His mind unhinged by this great shame, Commodus makes the bizarre decision of challenging Livius to a duel for the throne. The two fight with javelins in the Roman Forum, and Livius eventually runs Commodus through. The Senate hastily offer to make Livius emperor, but he refuses; the Roman government is now too corrupt for him to fix. He slips away with Lucilla, leaving Commodus’ old advisers to bicker about who will take the emperor’s place.

A voice-over epilogue states that this political infighting continued for the rest of Roman history, leading to the imperial government’s eventual collapse.


  • Sophia Loren as Lucilla.
  • Stephen Boyd as Livius.
  • Alec Guinness as Marcus Aurelius.
  • James Mason as Timonides.
  • Christopher Plummer as Commodus.
  • Mel Ferrer as Cleander.
  • Omar Sharif as Sohaemus, King of Armenia.
  • Anthony Quayle as Verulus.
  • John Ireland as Ballomar.
  • Eric Porter as Julianus.
  • Finlay Currie as Senator.
  • Andrew Keir as Polybius.
  • Douglas Wilmer as Pescennius Niger.
  • George Murcell as Victorinus.
  • Norman Wooland as Virgilianus.



The idea for The Fall of the Roman Empire originated with Anthony Mann who had just finished directing El Cid (1961). In London, while waiting for a taxi cab, he spotted an Oxford concise edition of Edward Gibbon’s six-volume series The History of the Decline and Fall of the Roman Empire near the front window at the Hatchards bookshop. Mann then considered a film adaptation of the book as his next project after having read the book on a flight trip to Madrid, in which he later presented the idea to Samuel Bronston to which the producer agreed. In July 1961, Bronston told The New York Times that The Fall of the Roman Empire would be his next project, but he had also ruled out filming on location in Rome stating that upon “checking I found the Eternal City was not the ‘city’ of the time of the fall of the empire, so we’ll build our ‘Rome’ in Madrid.” Additionally, Philip Yordan had been tasked to write the script while Charlton Heston was being offered the role of Marcus Aurelius.

In September 1961, Bronston formally announced he was planning a trilogy of historical spectacles in Spain, among of which included The Fall of the Roman Empire with Mann and Heston returning to direct and star in. Filming was initially set in February 1962, with the production design for the Roman Forum being placed under construction under Veniero Colasanti and John Moore’s supervision. However, Heston had disliked Yordan’s script for the film. At the premiere of El Cid in Madrid, in the following December, Heston told Bronston associate Michael Waszynski that he was uninterested in starring in The Fall of the Roman Empire. On the next day, on a jet flight back to Los Angeles, Yordan, who was seated next to Heston, and director Nicholas Ray pitched the idea for 55 Days at Peking (1963) to him. Subsequently, 55 Days at Peking went in production while Roman Empire was placed on hold. The elaborate sets for Roman Empire were later demolished and replaced with the Forbidden City sets for 55 Days at Peking.


In April 1963, Mann explained to the Los Angeles Times that while the film was not a direct adaptation of Gibbon’s volume series, the focus on a fifteen year period from Marcus Aurelius’ reign to Commodus’ death was backed by historians as “the turning point in the history of the empire and by concentrating our story on it we can keep the same group of characters within the range of our drama.” Having selected a focal point for the film, screenwriter Basilio Franchina was hired for his broad knowledge of the period while Ben Barzman would handle the actual writing of the script. Together, they subsequently wrote a 350-page film treatment. After this, Mann consulted with the screenwriters on further developing the characters, in which they wrote six drafts in total. The sixth draft would be developed throughout the shooting of the film. Mann later explained, “The writing took us more than one year. We did not have artists in mind when we were writing; but we wanted characters with memorable scenes to attract artists of the calibre of Guinness to want to play them.”

As the script was being written, the Roman Forum was being constructed at Bronston’s studio backlot although their script had made no mention of it. Under Yordan’s supervision, the action was re-written for scenes they had not written for the Forum to occur there, which brought much dismay from Barzman. In January 1963, it was reported that historian Will Durant had written a prologue for the film.


It was envisioned that Heston would be cast as Livius, but he turned it down. The part had also been offered to Kirk Douglas, who turned it down as well following an offer of $1.5 million. In 1971, he later said he regretted this “because with $1.5 million there are lots of things you can do that you want to.” In May 1962, it was announced that Stephen Boyd, who played opposite to Heston in Ben-Hur (1959), would play the lead opposite Gina Lollobrigida as Lucilla. In September 1962, it was announced that Sophia Loren had been cast as Lucilla, in which she paid $1 million.

In August 1962, it was reported that Alec Guinness had been cast Marcus Aurelius, while Richard Harris, Albert Finney, John Gielgud, Terence Stamp were being considered for other roles. Later that same month, it was reported that Harris had been cast as Commodus. However, in January 1963, he was replaced by Christopher Plummer who had pulled out of The V.I.P.s (1963) to do so. Harris would later play the role of Marcus Aurelius in the similarly themed 2000 film Gladiator. By the time filming was set to begin, Anthony Quayle, Omar Sharif, John Ireland, and Mel Ferrer had been cast in supporting roles.


Principal photography began on 14 January 1963. Marcus Aurelius’s winter camp on the Danube was shot on location in the snow along the Sierra de Guadarrama in northern Madrid. The “Battle of the Four Armies” involved 8,000 soldiers including 1,200 cavalry and was shot on an undulating plain at Manzanares el Real which allowed large numbers of soldiers to be visible over a long distance.

Meanwhile, Yakima Canutt had been hired as the second unit director at the insistence of Mann. As he had done in El Cid (1961), Canutt performed his own stunts while his son Tap served as the stunt double for Stephen Boyd. Jack Williams served as the body double for Christopher Plummer. Among the first scenes shot was the chariot race sequence between Livius and Commodus. 1,500 horses were gathered from Spain and Portugal for which they were trained to fall safety during the battle sequences.

Interior scenes were shot in Madrid at the Samuel Bronston Studios (formerly known as the Charmartin Studios) and at the Cinecittà Studios in Rome where Commodus’s baths and gymnasiums were constructed. Filming had been arranged to shoot at Cinecittà in order to make it eligible for government subsidies. In July 1963, filming was finished after 143 days. Second unit directors Canutt and Andrew Marton spent an additional 63 days shooting the action sequences.

Production Design

Veniero Colasanti and John Moore served as the art directors overseeing the production design with the guidance of Will Durant. Actual construction began on 01 October 1962 using 1,100 men who labored for seven months. About 400 art students and craftsmen throughout Spain worked on the statuary, tiles, frescoes, and details of the set. The film’s reconstruction of the Roman Forum was constructed in Las Matas near Madrid, approximately sixteen miles from Bronston’s studio. The entire set was measured at 400 x 30 metres (1312 x 754 feet), which holds the record for the largest outdoor film set. Uniquely for the film, the set was not extended through the use of matte paintings.

The Temple of Jupiter was constructed on a 95-foot high hill along the plains of Las Matas by which craftsmen built the 165-foot temple on it. The bronze equestrian figures at the top of the temple were 260 feet above the pavement of the forum set. For the statuary, 350 statues had to be constructed. There were 76 life-size statutes, more than a thousand sculpted bases for the remaining figures and victory columns, and a series of the aforementioned equestrian statues that were 25 feet high. Ultimately, more than 3,000 sketches were drawn to illustrate the 27 structures that would comprise the sets. The various ancient Rome settings covered 55 acres (220,000 m2). After much of the set was pulled down, remaining sections of the set were reused in A Funny Thing Happened on the Way to the Forum (1966).


Dimitri Tiomkin’s score, which is one of the notable features of the film, is more than 150 minutes in length. It is scored for a large orchestra, including an important part for cathedral organ. Several cues are extended compositions in their own right. These include Pax Romana in which Marcus Aurelius summons the governors of all the Roman provinces. Although Christopher Palmer stated in his book on film music, The Composer in Hollywood, that it was a march, the cue is actually in the style of a bolero.

Other notable cues include those for The Roman Forum, composed to accompany Commodus’s triumphal return to Rome as the newly installed Emperor; a percussive scherzo for a barbarian attack by Ballomar’s army; the Tarantella danced by the Roman mob on the evening presaging the gladiatorial combat between Livius and Commodus (which seems to be modelled on the Tarantella movement from the Piano Concerto of Tiomkin’s teacher Ferruccio Busoni).

The music was recorded at the Royal Albert Hall. The music editor was George Korngold, son of Erich Wolfgang Korngold. A soundtrack album was released by Columbia Records to coincide with the release of the film.


Prior to the film’s release, columnist Hedda Hopper predicted in the Los Angeles Times that “this beautiful, honest, superbly done film will make millions.” The film had its world premiere screening at the London Astoria on 24 March 1964 and ran there for 70 weeks. Two days later, the film premiered at the DeMille Theater in New York City. In April 1964, the film was screened out of competition at the 1964 Cannes Film Festival. Sophia Loren was a guest, appearing at the premiere on a chariot.

The film had been shot in Ultra Panavision 70 in a 2.20:1 aspect ratio, although it was screened in conventional theaters in 35mm with an aspect ratio of 2.35:1. The film’s running time had totaled 184 minutes including an overture, intermission, and exit music. However, for the film’s general release, the film was reduced by half an hour.


In conjunction with the film’s release, a paperback novelisation also titled The Fall of the Roman Empire was published by Fawcett Publications. The novelization was written by Harry Whittington and was based on the film’s screenplay. The cover of the novel is a screenshot from the film. The text of the novel provides a more detailed exposition of the film’s plot line. Other covers that were not screenshots of the film were used for this novel of the film.

Home Media

The film was first released on LaserDisc in a letterboxed format during the 1990s. The most complete version of the film was released on Super 8mm in the early 1990s, extracted from a 16mm print.

On 29 April 2008, the film was released on a three-disc limited collector’s edition DVD as part of the Miriam Collection by the Weinstein Company. This edition included bonus materials including an audio commentary by Bill Bronston (son of producer Samuel Bronston) and biographer Mel Martin; a reproduction of the original 1964 souvenir programme; a behind-the-scenes look at the fall of the real Roman Empire; a “making of” documentary; five Encyclopedia Britannica featurettes on the Roman Empire; and a set of six color production stills. The Blu-ray disc was released in the UK on 16 May 2011.

Box Office

The film grossed $4.8 million at the box office in the United States and Canada, from which it returned $1.9 million in North American distributor rentals.


Following the release of The Fall of the Roman Empire, Bronston was slated to release Circus World in the following June. In March 1964, it was reported that Pierre S. du Pont III took over the company, in which he had signed guarantee bonds for the films to reach completion so it would enable Bronston to raise finance. However, two months later, in June 1964, Bronston Production filed for Chapter 11 bankruptcy which they reported they owed over $5.6 million in debts to du Pont.

In May 1971, Bronston attempted a comeback with a planned epic about Isabella of Spain. Glenda Jackson had signed to portray the title role while John Philip Law was to play Ferdinand II, but the film was never made. In the following June, a court ordered Bronston to pay Du Pont $3 million.


  • When filming for El Cid (1961) had finished, Anthony Mann saw a copy of Edward Gibbon’s 1776-1789 six-volume series The History of the Decline and Fall of the Roman Empire inside the Hatchards bookshop.
  • He pitched a film adaptation of the book to Samuel Bronston, who then agreed to produce the project.
  • Philip Yordan was enlisted to write the script while Charlton Heston was initially set to star.
  • However, Heston backed out of the film and agreed to star in 55 Days at Peking (1963).
  • Prominent actors were cast to portray multiple roles in the film.
  • The final screenplay was written by Ben Barzman and Basilio Franchina with a prologue written by historian Will Durant.
  • Filming began in January 1963 and wrapped in July.
  • Additionally, the film features the largest outdoor film set in the history of film, a 92,000 m2 replica of the Roman Forum.
  • The film’s name refers not to the final fall of the Roman empire, which did in fact survive for centuries after the period depicted in the film, but rather to the onset of corruption and decadence which led to Rome’s final demise.
  • It deals extensively with the problem of imperial succession, and examines both the relationship between father and son on the background of imperial politics as well as the nature and limits of loyalty and friendship.
  • On 24 March 1964, the film premiered at the London Astoria. Critics criticized the script as void of emotion and humanity and the directing as misguided, but showed some praise for the large spectacles.
  • The film was a financial failure at the box-office.

Production & Filming Details

  • Director(s): Anthony Mann.
  • Producer(s): Samuel Bronston.
  • Writer(s): Ben Barzman, Basilio Franchina, and Philip Yordan.
  • Music: Dmitri Tiomkin.
  • Cinematography: Robert Krasker.
  • Editor(s): Robert Lawrence.
  • Production: Samuel Bronston Productions.
  • Distributor(s): Paramount Pictures.
  • Release Date: 24 March 1964 (UK) and 26 March 1964 (US).
  • Running Time: 188 minutes.
  • Rating: PG.
  • Country: US.
  • Language: English.

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