Cleopatra is a 1963 American epic historical drama film directed by Joseph L. Mankiewicz, who co-wrote the screenplay with Ranald MacDougall and Sidney Buchman, adapted from the 1957 book The Life and Times of Cleopatra by Carlo Maria Franzero, and from histories by Plutarch, Suetonius, and Appian. The film stars Elizabeth Taylor in the eponymous role, along with Richard Burton, Rex Harrison, Roddy McDowall and Martin Landau. It chronicles the struggles of the young queen Cleopatra VII of Egypt to resist the imperial ambitions of Rome.
Walter Wanger had long contemplated producing a biographical film about Cleopatra. In 1958, his production company partnered with Twentieth Century Fox to produce the film. Following an extensive casting search, Taylor signed on to portray the title role for a record-setting salary of $1 million. Rouben Mamoulian was hired as director, and the script underwent numerous revisions from Nigel Balchin, Dale Wasserman, Lawrence Durrell, and Nunnally Johnson. Principal photography began at Pinewood Studios in September 1960, but Taylor's health problems delayed further filming. Production was suspended in November after it had gone over budget with only ten minutes of usable footage.
Mamoulian resigned as director and was replaced by Mankiewicz, who had directed Taylor in Suddenly, Last Summer (1959). Production was re-located to Cinecittà, where filming resumed on September 25, 1961, without a finished shooting script. During filming, a personal scandal made worldwide headlines when it was reported that co-stars Taylor and Richard Burton had an adulterous affair. Filming wrapped on July 28, 1962, and further reshoots were made from February to March 1963. With the estimated production costs totaling $31 million (not counting the $5 million spent on the aborted British shoot), the film became the most expensive film ever made up to that point and nearly bankrupted the studio. The cost of distribution, print and advertising expenses added a further $13 million to Fox's costs.
Cleopatra premiered at the Rivoli Theatre in New York City on June 12, 1963. It received a generally favorable response from American film critics, but an unfavorable one in Europe. It became the highest-grossing film of 1963, earning box-office receipts of $57.7 million in the United States and Canada, and one of the highest-grossing films of the decade at a worldwide level. However, the film initially lost money because of its production and marketing costs totaling $44 million ($463 million in 2025). It received nine nominations at the 36th Academy Awards, including for Best Picture, and won four: Best Art Direction (Color), Best Cinematography (Color), Best Visual Effects and Best Costume Design (Color).
After the Battle of Pharsalus in 48 BC, Julius Caesar goes to Egypt, under the pretext of being named the executor of the will of the father of the young Pharaoh Ptolemy XIII and his older sister and co-ruler, Cleopatra. Ptolemy and Cleopatra are in the midst of their own civil war, and she has been driven out of the city of Alexandria. Ptolemy rules alone under the care of his three "guardians": the chief eunuch Pothinus, his tutor Theodotus and General Achillas.
Cleopatra convinces Caesar to restore her throne from Ptolemy. Caesar, in effective control of the kingdom, sentences Pothinus to death for arranging an assassination attempt on Cleopatra, and banishes Ptolemy to the eastern desert, where he and his outnumbered army would face certain death against Mithridates. Cleopatra is crowned queen of Egypt and begins to dream of ruling the world with Caesar, who in turn wishes to become king of Rome. When their son Caesarion is born, Caesar accepts him publicly, which becomes the talk of Rome and the Senate.
After being made dictator for life, Caesar sends for Cleopatra. She arrives in Rome in a lavish procession and wins the adulation of the Roman people. The Senate grows increasingly discontented amid rumors that Caesar wishes to be made king. On the Ides of March in 44 BC, a group of conspirators assassinate Caesar and flee the city, starting a rebellion. An alliance among Octavian (Caesar's adopted son), Mark Antony (Caesar's right-hand man and general) and Marcus Aemilius Lepidus puts down the rebellion and splits the republic. Cleopatra is angered when she finds Caesar's will recognizes Octavian, rather than Caesarion, as his official heir and returns to Egypt.
While planning a campaign against Parthia in the east, Antony realizes that he needs money and supplies that only Egypt can sufficiently provide. After repeatedly refusing to leave Egypt, Cleopatra acquiesces and meets him on her royal barge in Tarsus. The two begin a love affair. Octavian's removal of Lepidus forces Antony to return to Rome, where he marries Octavian's sister Octavia to prevent political conflict. This enrages Cleopatra. Antony and Cleopatra reconcile. Octavian, incensed, reads Antony's will to the Roman senate, revealing that Antony wishes to be buried in Egypt. Rome turns against Antony, and Octavian's call for war against Egypt receives a rapturous response. The war is decided at the naval Battle of Actium on September 2, 31 BC, where Octavian's fleet, under the command of Agrippa, defeats the lead ships of the Antony-Egyptian fleet. Assuming Antony is dead, Cleopatra orders the Egyptian forces home. Antony follows her, leaving his fleet leaderless and soon defeated.
Months later, Cleopatra sends Caesarion under disguise out of Alexandria. She also convinces Antony to resume command of his troops and fight Octavian's advancing armies. However, Antony's soldiers abandon him during the night. Rufio, the last man loyal to Antony, kills himself. Antony tries to goad Octavian into single combat, but is eventually forced to flee into the city. When Antony returns to the palace, Apollodorus, who was in love with Cleopatra himself, tells him she is in her tomb as she had instructed, and lets Antony believe she is dead. Antony falls on his own sword. Apollodorus then confesses that he lied to Antony and assists him to the tomb where Cleopatra and two servants had taken refuge. Antony dies in Cleopatra's arms.
Octavian and his army march into Alexandria with Caesarion's dead body in a wagon. He discovers the dead body of Apollodorus, who had poisoned himself. He then receives word that Antony is dead and Cleopatra is holed up in a tomb. There he offers to allow her to rule Egypt as a Roman province if she accompanies him to Rome. Cleopatra, knowing that her son is dead, agrees to Octavian's terms, including a pledge on the life of her son not to harm herself. After Octavian departs, she orders for her servants to assist with her suicide. Discovering that she was going to kill herself, Octavian and his guards burst into Cleopatra's chamber to find her dead, dressed in gold, along with her servants and the asp that killed her.
Walter Wanger had long desired to produce a biographical film about Cleopatra. As an undergraduate at Dartmouth College, he first read Théophile Gautier's 1838 story "One of Cleopatra's Nights" 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), for which Susan Hayward won the Academy Award for Best Actress. He would soon return to his dream project of a Cleopatra biographical film.