
Julius Caesar (Rex Harrison) arrives in Egypt to track his rival Pompey. He finds Pompey slain, and soon becomes drawn into a civil war between adolescent King Ptolemy (Richard O'Sullivan) and his sister Cleopatra (Elizabeth Taylor). Caesar negotiates an alliance with Cleopatra, who bares him a son. As Caesar's ambition grows his political rivals grow weary, leading to his assassination. Caesar's envoy Marc Antony (Richard Burton) arrives in Egypt, falls for Cleopatra and encourages her to fight against Rome's new Emperor, Octavius (Roddy McDowall).
Cleopatra's is an oft-told tale: everyone from Shakespeare to Shaw to H. Rider Haggard has dramatized the Queen of the Nile. Director Joseph L. Mankiewicz tries mating Shakespeare's Antony and Cleopatra (the star-crossed romance) to Shaw's Caesar and Cleopatra (political gamesmanship), missing the former's language and the latter's incisive characterization. The result is a deadly dull concoction that misfires on every level.
At least Cleopatra starts well. Caesar's arrival in Egypt interrupts a messy political situation he navigates through bluff: he diffuses a riot by mingling with a hostile crowd. The following hour works passably, with Caesar and Cleopatra negotiating an alliance while tentatively falling in love. If Mankiewicz's script lacks Shaw's wit (certainly not with painful Epic Speak, as when Cleopatra tells Caesar "My breasts are full of love and life!") he captures some of his play's charged gamesmanship; this all suggests a worthwhile movie's forthcoming.

Even worse, Mankiewicz has little eye for spectacle, and the requisite cast-of-thousands wide shots and ornate scenery just sits there. He even shoots dialog scenes in stiff medium shots, forcing us to admire the lavish sets in tableaux. One of the few inventive bits sees Caesar's assassination witnessed through an oracle's vision. But most everything's clunky, including Cleopatra's kitsch entry into Rome, complete with nude dancers, Nubian slaves and the Queen mounted atop a stone sphinx.
Most of Cleopatra's action occurs offscreen, with a narrator describing battles that this gargantuan production somehow couldn't afford to show. An early skirmish in Alexandria is passable, but the Battle of Actium is a failure. Photographer Leon Shamroy offers some handsome shots of burning warships, but the only action is a feeble duel between Antony and a faceless goon. Even Alex North's score is underwhelming, resembling a feeble riff on his Spartacus music.

A deep supporting cast offers game bench support. Roddy McDowall plays a wimpy, usurping Octavius; Martin Landau, Antony’s right-hand man. Kenneth Haigh has a few scenes as Brutus; it’s amusing to see the original Jimmy Porter playing opposite his screen successor. Pamela Brown devours scenery as a wicked priestess. Hume Cronyn, Michael Hordern, Andrew Keir, Marne Maitland and Carrol O’Connor feature among the incidental cast. These actors do their best, but they're glorified spear carriers to Liz and Dick.
There’s a reason Cleopatra is remembered more for its behind-the-scenes turmoil than its content. True, star watchers and bad movie buffs might be intrigued by its reputation. Be warned that 248 minutes is a steep price to slake your curiosity.