Walter Wanger had long desired to produce a biographical film about Cleopatra. As an undergraduate at
Dartmouth College, he first read
Théophile Gautier's fantasy novel ''
One of Cleopatra's Nights and Other Fantastic Romances'' and then
Thomas North's 1579 English translation of
Plutarch's
Lives and
William Shakespeare's
Antony and Cleopatra. Wanger had envisioned Cleopatra as "the quintessence of youthful femininity, of womanliness and strength," but it was not until he watched
Elizabeth Taylor in
A Place in the Sun (1951) that he found his ideal candidate for the role. Around this time, Wanger had discovered through a private detective that his wife,
Joan Bennett, was having an affair with her talent agent
Jennings Lang. On the afternoon of December 13, 1951, Wanger shot Lang twice after having spotted him with Bennett in a parking lot near
MCA. Lang survived, and Wanger, pleading insanity, served four months in prison at the
Castaic Honor Farm, north of Los Angeles. Following his release, Wanger achieved a career comeback when he produced
Invasion of the Body Snatchers (1956) and
I Want to Live! (1958), in which
Susan Hayward won the
Academy Award for Best Actress. He would soon return to his dream project of a Cleopatra biographical film.
Development Wanger pitched the idea to various film studios, including
Monogram and
RKO Pictures. He also approached Taylor and her husband
Michael Todd about producing the project with
United Artists. Taylor expressed interest in the project but delegated the decision to Todd. Meanwhile,
Twentieth Century Fox was in financial trouble following its severe box office losses of
The Barbarian and the Geisha,
A Certain Smile and
The Roots of Heaven, all released in 1958. To reverse the studio's fortunes, studio president
Spyros Skouras requested that studio executive
David Brown find a viable project that would be a "big picture." Brown suggested a remake of
Cleopatra (1917), which had starred
Theda Bara. In the fall of 1958, Wanger's production company entered into a coproduction agreement with Twentieth Century Fox. Wanger pitched four properties—
Cleopatra,
Justine,
The Dud Avocado, and
The Fall—for the executives to consider. They selected the first three, and
Cleopatra was the first to enter into production. On September 30, Skouras held his first meeting with Wanger, and asked his secretary to retrieve the screenplay for the 1917 version of
Cleopatra. Skouras insisted, "All this needs is a little rewriting. Just give me this over again and we'll make a lot of money." Because the original screenplay had been written for a silent film, the script mostly contained instructions for camera setups. In December 1958, Ludi Claire, a writer and former actress, was hired to write a rough draft of the script. That same month, art director
John DeCuir was hired to produce conceptual artwork to illustrate the visual scale of the project. In March 1959, English author
Nigel Balchin was hired to write another script draft. Meanwhile, Wanger had approached
Alfred Hitchcock to direct the film, having worked with him on
Foreign Correspondent (1940), but Hitchcock declined. Skouras then selected
Rouben Mamoulian, who had worked with Wanger on
Applause (1929), to direct. Mamoulian was hired on October 2, 1959. Balchin's script pleased neither Mamoulian nor Taylor, who felt that the first act was forced and that Cleopatra lacked sufficient characterization. Based on his recently aired
I, Don Quixote episode in the CBS anthology series
DuPont Show of the Month,
Dale Wasserman was selected to complete the final draft. Wanger instructed him to focus all attention on Cleopatra as the central role. Wasserman recounted that he had never met Taylor, so he watched her earlier films to better acquaint himself with her acting style. In the spring of 1960, English novelist
Lawrence Durrell was hired to rewrite the script.
Casting At a meeting, in October 1958, production head
Buddy Adler favored a relatively cheap production of $2 million, with one of Fox's contract actresses, such as
Joan Collins (who tested extensively for the part),
Joanne Woodward or
model Suzy Parker, in the title role. Wanger protested, envisioning a much more opulent epic with a voluptuous actress as Cleopatra. Wanger suggested
Susan Hayward while
Audrey Hepburn,
Sophia Loren, and
Gina Lollobrigida were also under consideration. When Mamoulian was hired to direct, he had offered the title role to
Dorothy Dandridge, an
African American, during a lunch meeting at the
Romanoff's restaurant in
Beverly Hills. Dandridge replied, "You won't have the guts to go through with this... They are going to talk you out of it." On September 1, 1959, Wanger phoned Taylor again on the set of
Suddenly, Last Summer (1959) in London. Taylor's then-husband Eddie Fisher relayed the message, in which she half-jokingly stated: "Tell him I'll do it for a million dollars against 10 percent of the gross." Wanger replied he would convey Taylor's request back to the studio. He called back within an hour, stating, "We've got a deal." On October 15, a contract-signing event was staged inside Adler's office where Taylor signed blank papers because the real contract would not be ready for months. Wanger had considered
Laurence Olivier and
Rex Harrison for the role of Julius Caesar, and
Richard Burton for Mark Antony. However, the studios refused to approve Harrison and Burton. In August 1960, Boyd was cast as Mark Antony,
Peter Finch as Julius Caesar and
Keith Baxter as Octavian. Mamoulian had also cast
Elisabeth Welch to portray one of Cleopatra's handmaidens.
Filming Production under Rouben Mamoulian With Mamoulian as director, construction on the Alexandria exteriors was already under way on the studio's backlot. London was also seen as a viable choice for hosting the production. The
Eady Levy had offered financial incentives to American film studios as long as a certain percentage of the primary cast and production crew were English. There, the production would be supervised by
Robert Goldstein, the studio's foreign head of production. A number of other countries, including Turkey and Egypt, were considered for exterior locations. In 1960, Adler entered into a coproduction deal with Italian producer Lionello Santi, who had recently completed a
foreign-language version of Cleopatra that the studio purchased to keep away from the American market. Mamoulian traveled to Italy for location scouting and reported back the difficulties upon shooting there. Furthermore, the impending Rome
Summer Olympics threatened to complicate filming accommodations. On April 20, 1960, Santi issued a full-page ad in
Variety announcing his forthcoming production of
Cleopatra without mentioning Twentieth Century-Fox's involvement. Angered, Adler shifted the entire production to
Pinewood Studios in London. On July 11, Adler died from cancer, and was replaced by Goldstein. Skouras asked Wanger to assume Goldstein's former position, but months later, he was replaced by
Sid Rogell. Meanwhile, Wanger cautioned about shooting in England in a July 15 studio memo, stating that the weather conditions could jeopardize Taylor's health and the labor force was insufficient. However, Skouras had overruled his decision. By November 19, Wanger indefinitely postponed shooting, giving studio employees two weeks' notice until Taylor's health recovered. Taylor remained hospitalized for a week and then flew to
Palm Springs, Florida, with husband Eddie Fisher to recuperate. The
Lloyd's of London insurance agency paid $2 million to cover Taylor's medical expenses. During the pause in filming,
Nunnally Johnson was hired to write a new script. Johnson wrote a 75-page draft for the first half of the film, mostly involving Cleopatra and Julius Caesar, that was similar in its tone to that of
Cecil B. DeMille's
Cleopatra (1934) and
Caesar and Cleopatra (1945). Back in New York, Skouras sent a copy of Johnson's shooting script to
Joseph L. Mankiewicz for a frank critique. Displeased, Mankiewicz wrote back: "Cleopatra, as written, is a strange, frustrating mixture of an American soap-opera virgin and an hysterical Slavic vamp of the type
Nazimova used to play." Filming resumed on January 3, 1961, but Mamoulian was dissatisfied with Johnson's script. Taylor, who expressed similar displeasure, then appealed for
Paddy Chayefsky to write a new script. Chayefsky demurred, saying that a rewrite would take six months. After sixteen weeks of filming and costs of $7 million, the crew had produced just ten minutes of usable film. Skouras blamed Mamoulian for the production having exceeded its budget. On January 18, 1961, Mamoulian resigned as director.
Joseph L. Mankiewicz takes over To replace Mamoulian, Taylor announced that she would approve either
George Stevens, who had directed her in
A Place in the Sun, or
Joseph L. Mankiewicz, who had directed her in
Suddenly, Last Summer (1959). At the time, Mankiewicz was vacationing at the Children's Bay Cay—
Hume Cronyn and
Jessica Tandy's private island—in the Bahamas. He had completed a 151-page
treatment outline and written a partially complete first screenplay draft for a film adaptation of Lawrence Durrell's novel
Justine (which was also a Walter Wanger production). Mankiewicz initially declined the offer during a lunch meeting with Skouras and his agent
Charles K. Feldman at the
Colony Restaurant. Feldman persuaded Mankiewicz to take the job of directing
Cleopatra under the advice: "Hold your nose for fifteen weeks and get it over with." Mankiewicz reconsidered, agreeing to write and direct the project. As an additional incentive, Skouras acquired Figaro, Inc., Mankiewicz's independent production company, for $3 million. In addition to his salary as writer and director, Mankiewicz received $1.5 million from the purchase, while his partner,
NBC, received the other half. At the time, the combined expenses was the highest-paid salary ever paid for a film director. Earlier in December 1960, Mankiewicz had read the previous shooting script, which he felt was "unreadable and unshootable". Familiar with ancient Rome, as he had directed
Julius Caesar (1953), Mankiewicz asked to write a new script and the studio allowed him two months. By February 1961, Mankiewicz had conceived a "modern, psychiatrically rooted concept of the film," envisioning Marc Antony's self-destruction because of his "inability to match [Julius] Caesar." Within one month,
Lawrence Durrell and
Sidney Buchman were recruited to collaborate with Mankiewicz on the new script. Story conferences were held with the three writers, and Durrell and Buchman then separately wrote
"story-step" outlines. Mankiewicz would expand their outlines into a new script. Mankiewicz consulted the relevant sources, adapting historical literature written by
Plutarch and
Petronius. In late April, Mankiewicz had grown displeased with Durrell's work, while Buchman was instructed to complete an outline for the film. By then, Buchman's outline only covered the first quarter of the film. Mankiewicz had petitioned for playwrights
Lillian Hellman or
Paul Osborn to help finish the script, but Wanger hired screenwriter
Ranald MacDougall. Although filming was set to resume on April 4, 1961, Taylor was hospitalized again for
pneumonia on March 4. One news agency erroneously reported that she had died. She recovered after a
tracheotomy was performed on her throat. On March 14, Twentieth Century-Fox suspended production at Pinewood Studios. The sets were dismantled at the cost of $600,000 (). Skouras then decided to relocate the production to the studio's backlot in California. Meanwhile, Mankiewicz temporarily left his writing duties and scouted for suitable filming locations in Rome and Egypt. In June, Mankiewicz returned to the studio to report some Italian locations he had found, but was not eager to shoot in Egypt. On June 30, Skouras reversed his decision and agreed to allow Mankiewicz shoot the film at
Cinecittà in Rome, where the sound stages had been occupied for the
studio's television series and George Stevens's
The Greatest Story Ever Told (1965). However, in September 1961, Skouras had "indefinitely postponed"
The Greatest Story Ever Told due to presumptive cost concerns. In Italy, the production was divided between two locations with the
Roman Forum constructed on twelve acres at Cinecittà and the Alexandria sets near
Anzio. During construction of the Alexandrian sets, active
land mines from
World War II were discovered along a private beach, thus demolition experts were hired to remove the explosives. Wanger was also troubled to learn
NATO had held a nearby
shooting range for target practice.
Casting and personnel changes During the interim, Finch and Boyd had left the production for other commitments, and each was paid his remaining salary. Laurence Olivier and
Trevor Howard had turned down the role of Julius Caesar. Rex Harrison, who was the studio's fourth choice, was then cast. Mankiewicz then suggested
Marlon Brando as Mark Antony, but
Richard Burton landed the role after Taylor had seen him as
King Arthur in the Broadway musical
Camelot. Twentieth Century Fox paid Burton $250,000 plus $50,000 to buy out his contract.
Roddy McDowall, who was also appearing in
Camelot, was cast as Octavian. Mankiewicz had also insisted on casting John Valva, McDowall's close friend, creating an original character named Valvus. By mid-September 1961, Canadian actor
Hume Cronyn, several American actors, including
Martin Landau and
Carroll O'Connor, and several English actors, such as
Kenneth Haigh,
Robert Stephens and
Michael Hordern, were cast in supporting roles.
Jack Hildyard had resigned as cinematographer when Mamoulian agreed to step down as director. He was replaced by
Leon Shamroy. Shamroy had been the director of photography on
The Robe (1953), the first movie shot in
CinemaScope, and had shot
South Pacific (1958) in the
Todd-AO widescreen process that was being used in
Cleopatra. (Shamroy would win his fourth Oscar for the film.) In January 1962,
Andrew Marton was brought in as second-unit director, replacing
Ray Kellogg. Marton had worked on the first initial shoot. John DeCuir was still kept as production designer.
Filming resumes in Rome On September 25, 1961, principal photography began on the revamped production of
Cleopatra. Mankiewicz had expressed his intention of directing a two-part epic: "I had in mind two separate but closely linked Elizabeth Taylor films—
Caesar and Cleopatra and
Antony and Cleopatra—each to run three hours, both segments to receive simultaneous release. Moreover, I felt compelled to undertake the writing of both halves myself, a measure of my total dissatisfaction with the material that had been produced to date." At that time, he had completed 132 pages of the shooting script, with another 195 pages that remained to be written, so Mankiewicz shot the film in sequence, leaving several actors waiting indefinitely until their scenes were ready to be shot. For the first few months of filming, he filmed scenes during the daytime and wrote the script at night, resorting to
amphetamine injections and wearing protective gloves because he contracted
dermatitis in both hands. Overwhelmed, in February 1962, Mankiewicz rehired MacDougall to script several battle scenes (particularly those of Moongate and
Actium) and the final 50 remaining pages of the second half. On January 22, 1962, Taylor and Burton filmed their first scene together. Wanger observed in his journal: "There comes a time during the making of a movie when the actors become the characters they play... It was quiet, and you could almost feel the electricity between Liz and Burton." In February 1962, rumors of the extramarital affair were spreading, so much that Mankiewicz told Wanger in his hotel room: "I have been sitting on a volcano all alone for too long, and I want to give you some facts you ought to know. Liz and Burton are not just
playing Antony and Cleopatra." At the time, Taylor was married to her fourth husband
Eddie Fisher—a relationship that also began with an affair as he was married to
Debbie Reynolds at the time—and Burton was married to his first wife,
Sybil Williams. By the spring, the extramarital affair became worldwide news, with the couple branded as "Liz and Dick". The
Vatican City newspaper ''
L'Osservatore Romano'' published an "open letter" that condemned Taylor for her "erotic vagrancy." Meanwhile, Leon Shamroy, the cinematographer, had collapsed from exhaustion and Forrest "Johnny" Johnston, the production manager, fell gravely ill and exited the production. He died in Los Angeles the following May. On May 8 and 9, 1962, the scene of Cleopatra's procession into Rome was filmed, with the choreography staged by
Hermes Pan. By late May 1962, most of the palace scenes were finished, but the remaining sequences, including those of the
Battle of Pharsalus and Actium, the arrival of Cleopatra in Tarsus, and Antony's confrontation with Octavian's legions, were not yet filmed. Some of these sequences were to be shot in Egypt. Back in California, Fox had posted an annual loss for fiscal year 1961, with blame directed at the looming production costs of
Cleopatra. As a result, Skouras assured shareholders that he was preparing to take "drastic measures" to reduce expenditures. On June 11, Fox cancelled the already-delayed film ''
Something's Got to Give'', which had starred
Marilyn Monroe and
Dean Martin. From June 1–5, Fox executives
Peter Levathes, Otto Koegel and Joseph Moskowitz, whom Wanger jokingly named as the "Three Wise Men," arrived on set to cancel the scheduled shoot of the Battle of Pharsalus. The committee informally fired Wanger by discontinuing his salary and expense account, demanded that Taylor's salary be terminated on June 9, and that all filming be halted by June 30. Mankiewicz refused to commit to the new terms, and sent a memo to then-studio chairman
Samuel Rosenman requesting for Taylor's availability to be extended. In response, Rosenman permitted Taylor to work until June 23. On June 12, Mankiewicz had read columnist
Earl Wilson's report that Wanger had been fired. He asked Lewis "Doc" Merman, the studio's production manager, if he could assume Wanger's position and thereby reinstate the filming of several sequences that were cut. Taylor and Burton, angered over Wanger's dismissal, had planned to protest unless Wanger was reinstated. Back in Los Angeles, Merman consulted with Levathes, in which they both agreed that Wanger would remain as producer. In haste, the filming unit re-located to
Ischia, off the coast of Italy where the battle of Actium was shot. The scene of Cleopatra's arrival aboard her barge in Tarsus was completed on June 23, which was Taylor's last day on set. On June 26, 1962, Skouras announced his resignation as studio president, effective on September 30. On July 25,
Darryl F. Zanuck was elected as the new president of Fox, while Skouras became the new chairman of the board. Zanuck then fired Levathes, replacing him with his son
Richard D. Zanuck. During the middle of July, Mankiewicz was filming on-location in
Edku, located east of Alexandria. One day, while receiving his stimulant injections, one shot accidentally hit his
sciatic nerve, rendering him immobile. Mankiewicz recalled, "I was in agony and had to get around by hobbling on a cane...or by wheelchair." De Cuir also remembered Mankiewicz was scribbling the last pages of the script while being carried on a stretcher. Principal photography ended on July 28, under Andrew Marton's second unit.
Post-production Post-production work on
Cleopatra had left the film's editorial team with of exposed footage. In Los Angeles, Mankiewicz and his editor
Dorothy Spencer prepared a rough cut that ran five hours and 20 minutes. On August 31, 1962, Zanuck wrote to Mankiewicz stating he wanted to see a completed first cut and a progress report no later than the first week of October. On October 13, Mankiewicz flew to Paris to screen a four-and-one-half hour rough cut for Zanuck. According to Zanuck's account, he was shocked after having seen the first cut, and asked "to see the sequences that had been cut and decided some of them should be restored, but I found to my astonishment that no
loops had been made for certain eliminated episodes." Another account stated Zanuck felt the rough cut was "beautifully written, beautifully directed, and beautifully staged", but was dissatisfied with the battle sequences. They finished the screening on Sunday morning, October 14. After the screening was over, Zanuck rejected Mankiewicz's plea to distribute
Cleopatra in two separate installments, believing audiences interested in seeing Taylor and Burton together would not attend the first installment. He was further displeased with Cleopatra's dominance over Mark Antony, remarking: "If any woman behaved towards me like Cleopatra treated Antony, I would cut her balls off." Alternately, DeCuir, who was present after the screening, stated Zanuck asked for the film to be "cut to three hours and fifteen minutes." Zanuck canceled the scheduled meeting for the next day, at which it was planned to discuss the film more in detail and departed from Paris. Meanwhile, Mankiewicz continued the dubbing sessions with Taylor and Burton. For several days, Zanuck ignored Mankiewicz's calls for another meeting, to which Mankiewicz later learned that Zanuck had hired editor and director
Elmo Williams to supervise the completion and final editing of the film. Working to insert the deleted sequences, Williams had spent three consecutive 16-hour days, removing a total of 33 minutes from the original four-hour cut. Williams explained: "When he [Mankiewicz] first saw my version, he began ranting and raving and carrying on. He had finally given up the idea of releasing the picture as two separate films, but he hadn't counted on the released version being reduced in length." According to Zanuck, Mankiewicz had grown angry and demanded the sole responsibility of editing the film. Mankiewicz, however, denied there was any direct confrontation, stating their disagreements were exchanged through letters. On October 20, Mankiewicz sent a letter to Zanuck requesting an "honest and unequivocal statement of where I stand in relation to
Cleopatra." A day later, Zanuck issued a nine-page response, blaming him for the film's excessive production costs. He further concluded: "On completion of the dubbing, your official services will be terminated ... If you are available and willing, I will call upon you to screen the re-edited version of the film." A few days later, Zanuck issued a press release stating, "In exchange for top compensation and a considerable expense account, Mr. Joseph Mankiewicz has for two years spent his time, talent, and $35,000,000 of 20th Century-Fox's shareholders' money to direct and complete the first cut of the film
Cleopatra. He has earned a well-deserved rest." Mankiewicz's dismissal from the project was harshly criticized by Taylor and Burton. Taylor responded, "What has happened to Mr. Mankiewicz is disgraceful, degrading, particularly humiliating. I am terribly upset. Mr. Mankiewicz has put two years of his life into
Cleopatra, and the film is his and Mr. Wanger's. Mr. Mankiewicz took
Cleopatra over when it was nothing—when it was rubbish—and he made something out of it. He certainly should have been given the chance to cut it. It is appalling." Burton separately telephoned, "I think Mr. Mankiewicz might have made the first really good epic film. Now
Cleopatra may be in trouble." After a few months of effort, Zanuck realized that because
Cleopatra had no intact final shooting script, only Mankiewicz was capable of editing the final scenes together. On December 7,
The New York Times reported that Mankiewicz would likely rejoin the production after having an "extremely constructive" conference with Zanuck. Both had agreed that new scenes with Harrison and Burton were needed for the film. Zanuck explained that he would "bend over backwards, artistically so that I wouldn't have to exercise [my rights as president] unless it became absolutely essential. Joe accepted that, took the scenes that I had blocked out crudely and roughly, went to work with them and wrote them." Mankiewicz then returned to London for eight consecutive days to reshoot new scenes with Burton at Pinewood Studios. The retakes primarily concerned Antony's scenes with his fourth wife
Octavia and his companion, Rufio. On March 5, 1963, filming was finally completed. ==Alternate cuts and restoration attempts==