Unlike majority of films that deal with the life and times of legendary Egyptian queen, 1963 version of CLEOPATRA has a plot which is based on the works of Plutarch and other prominent historians instead of Shakespeare's plays and similar works of fiction. The story begins in 48 BC, during civil wars that brought down old Roman Republic. After scoring decisive victory in the Battle of Pharsallos, Roman general and statesman Gaius Julius Caesar (played by Rex Harrison) sails to Egypt in order to capture his fleeing arch- rival Pompeius. In Alexandria he finds Pompeius murdered and Egypt embroiled in its own civil war between young King Ptolemy (played by Joseph O'Sullivan) and his banished sister and co-ruler Cleopatra (played by Elizabeth Taylor). Motivated by desire to provide cheap Egyptian grain for Roman citizens and thus secure his political base, Caesar at first wants to mediate in the conflict, but Cleopatra uses her charm, intelligence and diplomatic ability to bring him and his legions to her side. Political alliance becomes intertwined with romantic liaison that results with the birth of Caesar's son Caesarion. The child is supposed to unite military might of Rome and wealth of Egypt and thus bring total domination over entire known world. But Caesar's fellow Romans feel uncomfortable about this dynastic scheme, fearing that their Caesar might sacrifice republican ideals and Roman freedom for the sake of Egyptian despotism. Band of conspirators assassinates Caesar and causes another civil war that would shatter Cleopatra's ambitions of global empire. Among the victors is Caesar's most trusted lieutenant Mark Anthony (played by Richard Burton), and years later he would become member of governing triumvirate in charge of Roman eastern provinces. When Anthony, who lacks Caesar's governing and political skills, gets into financial trouble, Cleopatra is more than able to seize this opportunity and seduce Anthony both by her own charm and Egyptian resources. This romantic and political alliance, however, provides excellent opportunity for Caesar's nephew and designated heir Octavian (played by Roddy McDowall). Seeing Anthony as the only remaining obstacle to his absolute rule over Roman Empire, he would manipulate Senate into declaring war on Egypt and Anthony, and thus set stage for great conflict between East and West.

Like many other "larger than life" films from 1950s and 1960s, CLEOPATRA represented Hollywood's attempt to beat emerging competition of television industry with spectacle, colours and images that audience couldn't enjoy on their little black-and-white screens. However, unlike some other such instances, makers of CLEOPATRA decided to sacrifice quality for the sake of quantity, and that later had serious consequences for the concept and execution of the project. Somehow convinced that the big budget would do the trick by itself, producers seemed to construct the film around on-screen display of their financial resources - either in the form of spectacular scenes, single character's costume changes or by hiring the most expensive actors or actresses available. In doing so, producers weren't discouraged by various incidents that used to plague or delay production until those resources began to dry up, forcing filmmakers to compromise the last trace of original artistic vision.

As a result, CLEOPATRA, despite its enormous budget, looks unfinished. The reason might be found in source material - Cleopatra's life was more suitable for mini-series than feature film. Joseph L. Mankiewicz, one of directors involved in this project, was aware of this so he planned to turn six hours of filmed material in two separate three- hour movies - one dealing with Cleopatra's relationship with Caesar, and another dealing with her doomed romance with Anthony. Unfortunately, studio heads were against this idea and forced him to cut filmed material in half, resulting with single three-hour version (expanded to four hours in 1995 special edition). Because of that CLEOPATRA looks like two two-hour films loosely patched together and varying in quality. The first part is much better, mostly due to Caesar being much more intriguing protagonist than weak Anthony and regal Rex Harrison displaying much better performance than often not very inspiring Richard Burton. Role of Cleopatra is, of course, the best known in Elizabeth Taylor's career, and the great actress (here undoubtedly looking at her best) does more than decent job, but all of her efforts are in vain due to terribly wooden dialogue. Apart from Harrison, the best role was undoubtedly played by Roddy McDowall, who manage to outshine everyone by portraying Machiavellistic villain. Hume Cronyn is fine as Cleopatra's advisor Sysogenes, Martin Landau is also very good as Anthony's lieutenant Rufio, same as Andrew Keir as Octavian's admiral Agrippa. Other actors, some of them fine, are wasted in roles that serve no other purpose but to show that CLEOPATRA has as diverse and stellar cast as possible.

However, the worst problem of CLEOPATRA is the pace which is slow even by standards of those accustomed to pre-MTV style of filmmaking. Much of three/four hours of running time are spent on scenes that should have been left on the cutting floor. This is especially so with the scenes of Cleopatra's triumphal entries to Rome and Tarsus that seem to go forever. Although even contemporary audience might be awed with the millions of dollars spent in sets and costumes or hundreds of professional dancers or tens of thousands of extras, those scenes often create unnecessary pauses in the plot. Like anything else in CLEOPATRA, pacing is much better in first than in second part. While Caesar's segment looks like a coherent whole, Anthony's story is often disorganised (and not particularly well edited) mess. For example, audience has to wait for the whole hour before climactic Battle of Actium brings its final and rather predictable consequences to protagonists.

In one aspect CLEOPATRA nevertheless manages to be superior to majority of other historical spectacles. Script written by three (plus one uncredited) authors takes history very seriously and it is much more faithful to real life events than some other and better- acclaimed films like SPARTACUS. Authors also made sure to explain complex political situation of 1st Century BC Mediterranean to the average audience, so CLEOPATRA could be understood even by those viewers who didn't enjoy benefits of classical education. Unfortunately, due to budget cuts the most important event of Cleopatra's era - Battle of Actium - is displayed in unsatisfactory manner. Although WATERWORLD thought us that difficulties of shooting mass scene on water can never be overestimated, filmmakers could have shown that Anthony had lost the battle due to Agrippa's superior tactics and ship designs.

However, despite rightfully deserving reputation of legendary failure, CLEOPATRA looks like a stunning achievement compared to its present day counterparts and those who endure watching it are going to be left with great experience. In a decades to come CLEOPATRA, same as now, is going to be viewed in the same way tourists watch ancient monuments - old, abandoned, partially ruined yet still able to create awe among new generations.