The death of Marcus Aurelius leads to a succession crisis, in which the deceased emperor's son, Commodus, demonstrates that he is unwilling to let anything undermine his claim to the Roman Empire.


Anthony Mann


Ben Barzman (screenplay), Basilio Franchina (screenplay) | 1 more credit »
Nominated for 1 Oscar. Another 1 win & 1 nomination. See more awards »





Cast overview, first billed only:
Sophia Loren ... Lucilla
Stephen Boyd ... Livius
Alec Guinness ... Marcus Aurelius
James Mason ... Timonides
Christopher Plummer ... Commodus
Anthony Quayle ... Verulus
John Ireland ... Ballomar
Omar Sharif ... Sohamus
Mel Ferrer ... Cleander
Eric Porter ... Julianus
Finlay Currie ... Senator
Andrew Keir ... Polybius
Douglas Wilmer ... Niger
George Murcell ... Victorinus
Norman Wooland ... Virgilianus


Intent on securing peace and prosperity throughout the mighty Roman Empire, the wise diplomat, Emperor Marcus Aurelius, calls together the local governors from all over the Empire, after conquering the Germanic tribes. With this in mind, Marcus has decided to turn over his crown and the much-coveted imperial throne to General Livius, instead of choosing his corrupt son and logical successor, Commodus. As a result, high treason and blind ambition lead to the death of Aurelius by poisoning, paving the way for a new era of oppression, endless machinations, and rapid decline. Now, as darkness prevails on the outskirts of the Empire where the Roman legions struggle to subdue the invading hordes, delusional Commodus declares himself a god, and no one is safe; not even Aurelius' daughter, Lucilla. Can anyone stop the fall of the Roman Empire? Written by Nick Riganas

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The Most Magnificent Re-Creation . . . Of An Ancient Empire . . . Launches A New Epoch In Motion Pictures . . . See more »


Drama | History | War


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Did You Know?


The completed film was passed by the British Board of Film Censors with a "U" certificate on 12 December 1963. Although Paramount distributed the film in the US, Rank handled the UK distribution. A World Royal Premiere took place at the Astoria, Charing Cross Road, on 24 March 1964 with the Duke of Edinburgh attending in aid of the King George's Fund for Sailors. The film ran a highly successful 62 weeks, finally closing on 2 June 1965, after which Rank released a 35mm print at normal prices. See more »


It is general opinion that Marcus Aurelius was not assassinated, neither by poison, as in THE FALL, nor by asphyxiation, as in Ridley Scott's GLADIATOR. Instead the general conclusion is that MA died of disease, aggravated by exhaustion after endless years of constant fighting. See more »


Lucilla: In these buildings, you store all the writings of the great men of Rome. I am leaving - with my husband - and soon I'll be far from this city. Now I ask that you guard these, the "Meditations" of my father, Marcus Aurelius. Whatever else happens, in the days to come, let not these be destroyed. For this - is Rome.
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Crazy Credits

The Paramount logo did not appear on American prints. See more »

Alternate Versions

The film was cut a number of times, from 187 minutes to 185 to 165 to 158. The very first scene to go was one between Commodus and Livius in the middle of their drinking session on arriving at the German fort. As they go upstairs to pick out two of the hostage German women, Commodus explains that he is on the horns of not a dilemma by a trilemma - if there are gods, they have decided what he will do so it doesn't matter whether he is good or bad; if there are no gods, then it simply doesn't matter if he leads a good or a bad life; and if he himself is a god, then he gets to decide what is good or bad. That is why, if you listen carefully, you can hear the gods laughing... The omission of this scene explains that incredibly abrupt cut from them going upstairs to Commodus trying to force a drink on the German girl. There are a number of cuts in the other versions, most notably the second scene with Marcus Aurelius and Lucilla; most of Timonides' big speech to the Senate about accepting the barbarians into the Empire; and the scene where Livius tries to appeal to the Senate after failing to sway Commodus in the temple only for them to turn against him and arrest him. In some prints, the first scene after the intermission, of Lucilla leaving Marcus Aurelius' meditations in the temple for safekeeping is also dropped. Sadly, the only version that was ever released uncut was the Super 8mm feature release back in the early 1990s, which was taken from the original 16mm neg that was struck before any of the cuts were made but which was prohibitively expensive. See more »


Featured in Special Collector's Edition: 55 días en Pekín (2011) See more »

User Reviews

One of Sir Alec's "epic" moments.
17 April 2003 | by gregcoutureSee all my reviews

In his eminently readable autobiography, "Blessings in Disguise" (Alfred A. Knopf, New York, 1986), Sir Alec Guinness shares some reminiscences about his participation in this extravaganza (pp. 207-209). He thought the script was "Not much," considered director Anthony Mann to be "friendly...and well-disposed towards actors," and found "a lot to like and admire" in his co-star, Sophia Loren. He relates a story of their going to dinner on a wind-lashed rainy night in Madrid during production. As they proceeded to a waiting limousine, the dazzlingly gowned and coiffed Sophia suddenly tripped and fell full-length in a muddy puddle, "...ruining her dress, bruising her hands and grazing her face." Upon repairing to her "luxurious film-star apartment," despite Sir Alec's protestations, Sophia insisted upon keeping their engagement and reemerged ten minutes later, freshly and even more beautifully gowned and bearing nary a sign of her unfortunate spill.

I won't add much to the voluminous comments about the film itself, except to say that the Ultra Panavision 70 cinematography was best experienced in a first-run theater with top-notch projection and sound. I recall enjoying it, despite its longueurs, quite a bit more than the recent and tedious "Gladiator." It's interesting to note that Richard Harris, who appeared later in "Gladiator," because of creative differences with the director, surrendered the role of Commodus in this film to Christopher Plummer, who seems to revel in the villainy of his part.

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Release Date:

26 March 1964 (USA) See more »

Also Known As:

The Fall of the Roman Empire See more »

Filming Locations:

Comunidad Valenciana, Spain See more »


Box Office


$19,000,000 (estimated)
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Company Credits

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Technical Specs


| (1970 re-release)

Sound Mix:

Mono (35 mm optical prints)| 70 mm 6-Track (Westrex Recording System)


Color (Technicolor)

Aspect Ratio:

2.20 : 1
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