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The $420m Production That Almost Bankrupted Fox

It had all the makings of a Hollywood blockbuster: adulterous love affairs, broken marriages, millions of dollars in squandered funds and even attempted murder … and that was all behind the camera!

Most people know the story behind the making of Cleopatra (1963), which was initially conceived as a “low budget” remake of two earlier versions of the story – the 1917 silent version starring Theda Bara and the 1934 version with Claudette Colbert. Both of these movies were big hits for the studio and garnished large profits. This “low budget” 1963 remake took three directors, numerous cast changes, four writers, a constantly evolving script, and three years of filming in England, Italy, Egypt, and Spain followed by months of editing in Hollywood. This “low budget” remake, adjusted for inflation, became the most expensive film of all time costing $44 million to produce and market (over $420 million in today’s dollars).

Interestingly, with all of the attention surrounding cost overruns, production troubles and the sensationalism surrounding the adulterous affair between Taylor and Burton, very little attention has been focused on the important role of the numerous sets which were constructed for this ultimate gamble. In fact, it is the sets themselves that define this movie as “Epic”.

In 1958, producer Walter Wanger was retained by 20th Century Fox to produce the remake of Cleopatra, based upon the scripts of the previous two incarnations. The effort was to be filmed on the studio back lot, utilizing contract players with a total budget of $2 million. Wanger had a different vision from that of the studio heads and hired Academy Award-winning production designer John DeCuir (The King and I (1956), and Hello Dolly (1969)) to create over the top concept sketches and models to demonstrate to Fox executives the potential of the movie if given the budget to allow for a dynamite script and leading actors who could deliver. While this presentation of spectacular sets and costumes demonstrated Wanger’s view, studio executives envisioned the possibility for much greater profits. At the end of the presentation, Wanger’s budget for Cleopatra had increased from $2 million to $5 million.

For the movie, DeCuir built lavish, over the top sets, which were demolished and reconstructed as production moved from country to country (the massive set of Alexandria was constructed three times). Also with script and production changes, many enormous sets were constructed and never used. One need only watch the film to appreciate how unbelievably over the top the sets were, remembering of course that this movie was developed pre-CGI. Every detail shown in the 70 different film sets was created by one of the 1,000 artists, technicians and work men, ensuring the sets were as extravagant in real life as they appeared on screen.

Pinewood Studios -England

Early in the development process, with a decision made clearly based upon a narrow financial view of filmmaking, the decision-makers at Fox determined that the Egyptian- Roman based film should be made in the cold, damp climate of England. This decision was based solely upon the generous subsidies being offered by the British government to attract foreign productions and not on the reality of the climate challenges of the location.

With the selection of Pinewood Studios made, John DeCuir was dispatched to England to commence construction of the required sets. To accomplish this, DeCuir spent $600,000 (1960 dollars) converting 20 acres of rural land into a reincarnation of the Egyptian City of Alexandria, featuring enormous temples, a harbour, four 52-foot-high sphinxes, and palm trees flown in from California.

This is where the British climate started to be a negative. A great deal of Cleopatra was to be filmed outdoors. The massive set was just that – a set designed and constructed to last the duration of the film schedule, and not much longer. This resulted in temples and statues being constructed predominantly of plaster, which continued to deteriorate in the damp British climate, requiring daily touch ups and repairs. Additionally, the imported tropical vegetation could not survive in the seasonally cold temperatures and continuously wilted and sagged, requiring replacement prior to each day of filming. Regular rain interruptions resulted in overwhelming delays to the shooting schedule which cost the production between $40,000 and $75,000 (1960 dollars) for each day of cancelled shooting. The inclement weather also played havoc with the health of Cleopatra’s lead, Elizabeth Taylor, causing additional delays as the team awaited recovery from her various and numerous ailments.

After 16 weeks on the job, and $7 million in expenditures, director Rouben Mamoulian was let go and replaced by Joseph L. Mankiewicz. Mankiewicz proceeded to rewrite the script, change many of the cast and move the production to a more suitable climate, relocating production to the Cinecittà Studios outside of Rome, Italy. Rather than dismantle the sets and relocate them, the decision was made to strike the sets and start fresh in Rome.

Cinecittà Studios – Rome

Once in Rome, the schedule to construct the sets was expedited to accommodate an unrealistic, studio imposed production start schedule which incurred high overtime costs to accomplish. Ironically, once completed, these sets sat unused for several months due to delays in production and script development. Additionally this added to the costs as leads and extras remained on the payroll as they waited idly for filming to commence.

While this was going on, additional facilities were being constructed at a hunting estate on the Tyrrhenian Sea called Torre Astura, which was owned by Prince Stefano Borghese. Further scenes were slated to be filmed in the Egyptian desert.

The Roman Forum

At the Cinecittà Studios in Rome, thousands of Artists, artisans and workmen were retained to re-invent the extravagant sets that were to represent Cleopatra’s world in all of its gold-leafed splendour. The sets were complete with majestic temples, golden hieroglyph-covered walls, and immense statues of mythological animals flanking promenades, balconies, and grand squares. DeCuir recreated the Roman Forum which measured 1115 feet wide by 1640 feet in length, making it double the size of the original Forum on which it was based (at a cost of $1.5 million in 1960 dollars). The enormity of the construction project required so much material to complete that building supplies became scarce throughout the country and needed to be imported.

Nowhere does DeCuir’s talent shine more, however, than in the sets he created to support Cleopatra’s entrance into Rome. The camera focuses on Elizabeth Taylor as Cleopatra and her son Caesarion, both clad in flowing gold robes throughout the entrance, but to me the scene-stealer is the sensational sets. Picture it: Cleopatra and her son, in their grand entrance into Rome, perched atop a black marble sphinx, pulled by over 300 Numina slaves. The scene is introduced by numerous troves of dancing girls, elephants, archers, chariots, trumpet players and the release of hundreds of doves all as a prelude to the beautifully synchronized march of an army of slaves pulling the queens sphinx topped golden throne. This under the watchful eyes of Roman nobility and over 6,000 period-clad, cheering extras. DeCuir’s re-creation of the Sphinx, masterfully finished to represent black marble, upon which Cleopatra and her son perched, was over 35 feet tall and 70 feet long. Constructed of fiberglass, the enormous throne was pulled through the set’s arch, a beautifully constructed replica of Rome’s Arch of Constantine. The logistics of this scene alone would have been monumental, a colossal effort that came with its own stress points.

Beyond the heat rendering the doves unwilling to fly (requiring a “dove wrangler” to encourage the doves to evacuate their pyramidal float), photography director Leon Shamroy had an issue with the lighting of the enormous outdoor set, which caused a six month delay in shooting to allow for the sun to be in a position to properly eliminate shadows. Once filmed, the completed scene actually had to be entirely reshot as, during the review of the day’s film, one of the extras could be seen on camera selling gelato to other extras in the crowd scene. This visual feast, the epicenter of the entire film, which also came with extensive delays and cost overruns, contributes a mere nine minutes of film to the finished movie. But oh how delicious those nine minutes are as they are captured on film. There is no other point in a movie that I know that is this ambitious and this epic.

Anzio – Harbour Scene

While the Roman Forum set was under construction in the Cinecittà studios in Rome, another massive set representing Ancient Alexandria was under construction near by at Torre Astura, a hunting estate on the Tyrrhenian Sea owned by Prince Stefano Borghese. It is this set onto which Cleopatra’s barge arrives.

The construction of the sets here was hampered (after contracts were signed) when three workers were killed by previously unknown WW2 mines which exploded during the construction of the required beach sets. Contracts and timelines required the film to proceed, yet led to additional delays, and a $22,000 cost (1960 dollars) to complete “mine dredging” along the beach ensuring the area was secure for filming. Additionally, the property was adjacent to a NATO firing range resulting in schedules having to be developed to work around the associated noise from the range.

Cleopatra’s Barge

The design of Cleopatra’s barge was developed to align with historic documents which described the size and opulence of her floating palace and the vision it created as it entered the Ancient Alexandria harbour. To recreate this opulent set, $277,000 ($2.5 million today) was invested to replicate the authentic opulence of the queen’s floating embassy. Not only was the entire stern of the barge gilded for the scene, every detail of the ship’s interior and exterior styling and the thousands of props were custom-made for the set. These included Egyptian-styled gilded and jewel encrusted goblets and dinnerware, gold laminated hand-carved walls, and Dacron purple sails, flown in from California all created to provide a background to the actors and the action. The painstaking attention to even the tininess of details displays the fact that passion overruled any sense of budget or schedule to ensure that nothing had been spared in the creation of the sets to support the acting.

The scene which depicts the barge coming into view and entering the harbour is second only to Cleopatra’s entrance into Rome in terms of opulence and spectacle.

It's utterly amazing that this film was ever completed and Mankiewicz managed to get anything even vaguely coherent to the screen. From the onset of a studio head’s desire to obtain Elizabeth Taylor and the control she was given to secure her contract, the overall debacle of the lack of planning and script development through to the studio’s greed-based lack of foresight in slicing down director Mankiewicz’s vision of a two-movie presentation of his six-hour epic, in order to capitalise on the Taylor-Burton affair, amounts only to a monumental cock-up. At the end though, with cuts severely diminishing the storyline, acting, and continuity, Mankiewicz, and in particular DeCuir, created a visually stunning telling of the Cleopatra story, the spectacle of which can never be topped again.

For those that want a whistle-stop tour of facts, here are a few about this film -

Adjusted for inflation, Cleopatra is one of the most expensive movies ever made. Originally the film had a modest budget of $2 million, but it eventually ballooned to an estimated $44 million — that’s the equivalent of $420 million in 2022.

The film is probably best remembered for the affair between Elizabeth and Richard Burton, but it was not where the two first meet. They first met in 1953, and she reportedly found him to be “vulgar.”

The movie was originally intended to be two movies, Cesar and Cleopatra followed by Antony and Cleopatra. The film was cut down into one because the studio wanted to capitalize on the publicity of the Taylor-Burton affair.

Elizabeth Taylor was the first actor ever to be paid $1 million for a film, which was then an unheard-of sum.

Before the role was offered to Elizabeth, actresses who were considered included Sophia Loren, Joan Collins, and Dorothy Dandridge.

Early into filming, Elizabeth almost died of pneumonia; a tracheotomy had to be performed in order to save her life. Production had to then be moved from London to Rome, as the English weather did not help with her recovery.

To keep Elizabeth happy, 20th Century Fox regularly had chili from the Beverly Hills restaurant Chasen's air-freighted to Rome for her.

The film was a massive undertaking: It required over 26,000 costumes and 79 sets. Reportedly, the construction of the large sets caused a shortage of building materials in Italy.

The movie was very influential in terms of style; it popularized snake bracelets, geometric haircuts, one-shouldered gowns, and the "Cleopatra Eye" makeup trend.

Even though Cleopatra was the highest-grossing movie of 1963, its huge budget made it a financial bomb.

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