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The Fall of the
Roman Empire

Limited Collector's Edition

The Fall of the Roman Empire
Genius Products / The Weinstein Co.
1964 / Color / 2:35 anamorphic widescreen / 185 min. including Overture, Intermission and Exit music / Street Date April 29, 2008 / 39.92 (Limited Collector's Edition), 24.95 (Two-Disc Deluxe Edition)
Starring Sophia Loren, Stephen Boyd, Alec Guinness, James Mason, Christopher Plummer, Anthony Quayle, John Ireland, Omar Sharif, Mel Ferrer, Eric Porter, Finlay Currie, Andrew Keir, Douglas Wilmer, George Murcell
Robert Krasker
Production Design Veniero Colasanti
Film Editor Robert Lawrence
Original Music Dimitri Tiomkin
Written by Ben Barzman, Basilio Franchina, Philip Yordan
Produced by Samuel Bronston
Directed by Anthony Mann

Reviewed by Glenn Erickson

One of the last and most expensive 1960s ultra-epics, The Fall of the Roman Empire was a major miscalculation for mogul Samuel Bronston. 1961's El Cid made a pile of money but the much more expensive 1963 55 Days at Peking barely squeaked by. Bronston's enormous Madrid-based production empire was involved in international finance and politics to an extent that still impresses industry dealmakers. To the producer's credit, the quality of his productions remained his first concern.

Empire is not the best of the Bronston movies but it's easily the most impressive; as William Bayer said, grandiose movies can be pleasurable for their very grandiosity. There's no substitute for director Anthony Mann's authoritative crane shots over huge sets filled with thousands of fully costumed extras. A bit taxing for length and lacking a strong hero at its center, Empire doesn't quite hook its audience as do the Bronstons starring Charlton Heston. But the politics are interesting and the battles and duels allow Mann to indulge his penchant for dynamic violence. Above all is the music of Dimitri Tiomkin, perhaps the master's last great movie score. It gives the film more than one truly transcendent moment. While a mob of thousands dances in the Roman Forum, a giant stone hand opens to reveal the Emperor meditating within. As he steps out and raises his arms the music soars to the heavens, at once expressing the majesty of absolute power and the mad delirium of the man who commands it.

Empire is far better than its revenge-soaked unofficial remake, 2000's Gladiator, a corner-cutting pastiche that panders to its audience.


Finished subduing the Germanic tribes, Roman Emperor Marcus Aurelius (Alec Guinness) brings together a meeting of Roman governors from all corners of the empire, to proclaim the beginning of a new era of peace. Not a healthy man, the Emperor makes known his desire that General Livius (Steven Boyd) should succeed him, which gladdens his daughter Lucilla (Sophia Loren), even though politics have made it necessary for her to marry Sohamus, the governor of Armenia (Omar Sharif). The Emperor's counsellor Timonides (James Mason) does not detect a conspiracy afoot: Marcus' son Commodus (Christopher Plummer) has no intention of giving up his birthright and enlists the aid of Cleander, a blind seer at court (Mel Ferrer) to poison his own father. Commodus becomes Emperor and reverses all of his father's policies, taxing starving provinces to fund a new era of games and pleasures in Rome. Commodus decides that his closest associates are plotting against him, so he assigns Livius to the northern frontier and sends Lucilla back to Armenia with her husband. Livius busies himself making peace with a previously hostile northern tribe led by Ballomar (John Ireland). He gets the Senate to allow Ballomar's people to settle on farmland and petition for Roman citizenship. Now even Rome is beginning to go hungry, and Commodus shows signs of complete madness. When his policies incite open revolt in the east, Commodus recalls Livius to lead an army to suppress it.

The Fall of the Roman Empire places historicity and lush visuals ahead of plot and pacing. If one dotes on impressive panoramic recreations of armies on the march, legions on parade and festivities in Rome, the movie is jaw-dropping. With nary a CGI pixel in sight, at least half of the show takes place with over a thousand people on screen. Hundreds of horses charge into battle or march in orderly file in huge choreographed master shots, an organizational achievement that taxes our imaginations. Did they spend all day setting up each of these amazing master shots, or did they have a system to knock them off more efficiently? Who fed all these people? What kept them from walking away with the expensive-looking props? Much of the first part of the movie takes place during snowstorms in forested woods, with hundreds of extras standing at attention in the cold. We keep expecting a Volkswagen with skis on the roof to drive by; instead, we see a massive wooden fort as big as the castle in Camelot. For action, Empire offers an impressive barbarian attack in a forest, a manic chariot race and an even larger cavalry battle in the Middle East. The show wraps up with a killer one-on-one gladiator combat between a mad emperor and a captive general, while half the cast waits to be burned at the stake. Even for a three-hour epic, Empire has no lack of thrilling action.

The film's box office failure has been chalked up to Steven Boyd's lack of charisma and changing audience tastes; by 1964 audiences had probably had enough of cheap European sword 'n' sandal pix and Bronston's title may have evoked memories of history lectures. Since it makes no mention of Christianity, Empire has no sentimental miracles to offer to the Sunday School crowd. Even though Sophia Loren collected a record $1 million dollar paycheck, the film doesn't exploit her as it might -- the romantic subplot amounts to a couple of kisses and the sex quotient is restrained by Loren's modest costumes.

The real fault is in the script. Empire's Christopher Plummer serves up a terrific villain, a spoiled monster drunk with his own entitlements. Emperor Commodus overwhelms the film's hero Livius, but the imbalance isn't only in the actors' personalities. Screenwriters Ben Barzman and Basilio Franchina may have been reaching for more complexity, but the Livius character is just not very clear. Commodus, not Livius, leads the daring suicide attack on Ballomar's Huns in the forest. Livius' response is to coldly issue orders to execute some of Commodus' men for cowardice, even though we've seen no evidence of such. Livius gets his Emperor-hood stolen out from under him, and doesn't fight for it. He continues to serve the crazy Commodus with an inflexible 'my country right or wrong' attitude. Livius not only isn't that likeable, he probably would have made a lousy emperor. Commodus easily out-maneuvers him at every turn. He orders the slaughter of the peaceful Huns and cynically purchases the loyalty of Livius' army. Livius' appeal to the Senate is a joke, considering that they've already voted Commodus the official rank of a 'God'.

A couple of plot developments do indeed try our patience. Livius and Commodus get into a spirited chariot combat that becomes a drag race through the mountain roads. We immediately think of Ben-Hur. Despite some impressive stunts, the race decides nothing, is witnessed only by a few soldiers and leaves the two men just as it found them. For a film's key action scene to be completely disposable is not a good sign.

Whenever the story concentrates on Commodus, it flies. Plummer is terrific as a self-aware madman, making jokes about the Gods laughing and dancing atop a tile map of the known Roman world. And his final bursts of insane brilliance are just wonderful to behold. If Steven Boyd seems weak as Livius, it's only because Livius is written as inconsistent, rigid and self-defeating.

Once-blacklisted Ben Barzman may have contributed to Empire's rather vague pro- human rights agenda. We're asked to consider Marcus Aurelius as a benign genius offering the world centuries of peace, when he's the dictator of an empire not unlike the old Soviet Union: centralized power, brutal oppression and no complaints accepted. The film's humanist spokesperson is James Mason's Greek, a sensitive, ineffectual liberal. "There is no limit to what can be done with the human spirit!" proclaims Timonides, but we can see early on that his pacifism just isn't in step with the times. Like Livius before the Senate, Timonides eventually finds himself making a limp appeal to the better nature of faceless soldiers with orders to kill everyone in sight.

The Fall of the Roman Empire definitely has its share of memorable scenes, and individual shots of great beauty. An overhead of Lucilla reclining on a divan shows off an amazing floor patterned in tiles. Commodus laughs when Livius sends several of his generals back in animal cages. The wide-angle panoramas are used with restraint (something lacking from most new CGI-based epics) so that each new reveal of crowds and buildings takes our breath away. Anthony Mann has a good eye for composition, and a better sense of violence. In the battles, horsemen smash through lines of warriors like blades cutting grass. In a torture scene, the Huns hold James Mason's wrist in a fire, a setup identical to the bullet-through-the-palm scene in Mann's The Man from Laramie.  1

Although the movie is three hours long, few of the impressive supporting cast stay on screen long enough to make an impact. Anthony Quayle (The Guns of Navarone) is Verulus, an ace gladiator trainer who proves to have a special significance for Commodus, and Mel Ferrer is appropriately cast as a poker-faced blind schemer. But Omar Sharif is barely in the movie, and John Ireland's barbarian is woefully underwritten. Eric Porter and George Murcell have plenty of speeches, but Finlay Currie is seen only once, really. Among the barely-glimpsed cast are Michael Gwynn (The Revenge of Frankenstein), Gabriella Licudi (Herostratus, Unearthly Stranger), Guy Rolfe (Mr. Sardonicus, The Stranglers of Bombay) and Friedrich von Ledebur (Moby Dick, Slaughterhouse Five). Austrian Ledebur also served as a horse master on the film, having begun his movie career in that specialty.

Genius Products and The Weinstein Company continue their Miriam Collection DVD line with a lavish presentation of The Fall of the Roman Empire. The version offered is the full Road Show release with Overture, Intermission and Exit music and runs 185 minutes, spread over two discs. The image and transfer are very good, with some scenes having a tendency toward flat facial tones -- perhaps due to the makeup of the day. One or two exterior scenes look a bit washed out, probably due to problems with elements. Detail is good, which helps in the many wide shots.

The framing and aspect ratio are no more wider than for a normal 'Scope film, although this Ultra Panavision 70 picture (essentially, 65mm camera original with a slight squeeze) began life at the even wider Aspect Ratio of 2.76:1. The only picture I've seen transferred to DVD at that ratio is MGM's The Greatest Story Ever Told. What gauge of elements Empire was transferred from, I don't know. Aspect Ratio authority Marshall Crawford tells me that after 1962's Mutiny on the Bounty, Ultra-Panavision movies were all being screened in regular 2.20:1 anyway. Sometimes it just gets confusing.

Disc One contains the feature up through the Intermission, the film's trailer, still galleries and filmographies. Rome in Madrid is a lavish, intelligent 22-minute behind-the-scenes show with all the stars and views of the monster sets in construction. James Mason narrates; the color is excellent.

The commentary is with Samuel Bronston's son William and Mel Martin, the author of a Samuel Bronston biography. With such a long movie, their spirited discussion has plenty of time to cover core subjects and tangential concerns. Martin is informed and respectful, and offers background on many of the actors, especially those with prior experience with Bronston or Mann: John Ireland, for instance, was in movies by both starting back in 1945. William convinces us of his father's lofty artistic intentions but doesn't quite sell the idea that the Bronston productions changed the course of Spain's history. And the commentary seems very off-topic when it repeatedly relates the film's politics to America's present war in the Mid-east. Comparing Commodus to George W. Bush may or may not be accurate, but many viewers will be offended.  2

Bronston and Martin do account for missing scenes said to have been in the initial Road Show prints but disappeared soon thereafter. At about the 33-minute mark, Livius and Commodus are talking about tough decisions, and the word dilemma comes up. Livius brings up the concept of a 'trilemma', but before it can be explained further the film abruptly cuts to Commodus forcing a captured German girl to take a drink. In the missing scene, the two men apparently go upstairs to 'spend some time' with a pair of captured wenches, and Livius explains that he has not two but three impossible choices to make. The scene may have been dropped just for time, or possibly because of some racy content. Bill Bronston tells us that a much shorter elision near the end of the show removed a weird reaction by Commodus (no details to avoid spoilers). All in all, it doesn't sound like too much missing material, although Bronston does mention other filmed 'character' scenes that would have made the movie almost four hours long. The movie is too slow as it is! It's too bad that producers of older movies didn't preserve these longer cuts for future use, even if only on television.

A menu card explains that one of the missing scenes was located, but not in time to be included on the disc. It may show up as an extra on a subsequent Miriam Collection release.  3

Disc Two carries the balance of the feature and the new documentaries, which include input from a long list of interviewees: Bill Bronston, Mel Martin, Norma Barzman, biographer Neal M. Rosendorf, Anna and Nina Mann, production executive C.O. "Doc" Erickson, Olivia Tiomkin, Jon Burlingame, John Mauceri. The making-of featurette describes how Empire effectively wiped out Bronston's company, as the interviewees talk about executive producers siphoning funds from the films' budget. When Bronston's American underwriting collapsed, he ended up ceding distribution of the film to Paramount at what we can assume to be a less than optimal profit split.

Two featurettes compare the film's vision of the Roman Empire to what we know about the real thing. According to the assembled historians, the idea that Rome would let the barbarians become citizens is not all that farfetched. Only Marcus Aurelius and Commodus were real people. Commodus did indeed fight in the arena but his combats were rigged. And his sister did try to stab him to death.

The Tiomkin featurette analyzes the way the score is constructed and used in the film, with themes for situations and relationships instead of individual characters. Jon Burlingame explains that Tiomkin worked almost a year on the one score, much longer than is usual.

That's where the extras end for the Two-Disc Special Edition. The Limited Collector's Edition Gift Set continues with a handsome box, six postcard-sized color still reproductions, a glossy miniature reproduction of the film's original Souvenir booklet and a third disc containing three educational shorts. These were filmed on corners of the Forum set by the Encyclopedia Britannica company: Life in Ancient Rome (13:00), Julius Caesar - The Rise of the Roman Empire (21:40) and Claudius: Boy of Ancient Rome (15:10). They're clever and informative, but probably wouldn't hold the attention of a modern grade school classroom. A movie break from classroom boredom was a big event in 1964.

Bronston not only didn't exploit his giant sets for other movies, he tore them down as soon as the picture wrapped. That reminds us of the late Charlton Heston's generous attempt during the filming of 55 Days at Peking to convince Samuel Bronston to help Orson Welles. Nicholas Ray and Andrew Marton were only using a fraction of the acres of sets constructed for the movie, so why not give Welles a few hundred thousands (chicken feed for Bronston) and let him invent a movie or two in unused corners of Peking-in-Madrid? The idea didn't fly, which is too bad. Welles could have gotten Rita Hayworth back and made The Lady from Shanghai -- The Prequel!

On a scale of Excellent, Good, Fair, and Poor, The Fall of the Roman Empire rates:
Movie: Excellent
Video: Very Good / Excellent
Sound: Excellent
Supplements: Commentary with Bill Bronston and biographer Mel Martin; 1964 promo Rome in Madrid, stills, trailer, filmographies, Featurettes: The Rise and Fall of an Epic Production: The Making of the Film (30:00), The Rise and Fall of an Empire: An Historical Look at the Real Roman Empire (10:56), Hollywood vs. History: An Historical Analysis (9:45), Dimitri Tiomkin: Scoring the Roman Empire (20:04).
Packaging: Keep case
Reviewed: April 10, 2008


1. Unfortunately, the writing in this scene is nothing to be proud of. While his hand is sizzling away offscreen, Mason stares upward and tries to distract himself from the pain by reviewing his feelings of the moment. Greek philosopher's humor? Mind over matter? Many viewers find the scene funny instead of touching.

2. Even Savant thinks twice (really, honestly) before foisting his political opinions on readers who came for simple movie reviews, and I make an effort to warn my readers early on. On second thought, Commodus certainly is "The Decider."

3. Hopefully, the extra scene will be included on the upcoming 55 Days at Peking! The tale of the Boxer rebellion is lousy history and politically suspect, but it's always been Savant's favorite of the Bronston epics.

DVD Savant Text © Copyright 2008 Glenn Erickson

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