After the battle of Pharsalus, Julius Caesar (Rex Harrison) goes to Alexandria to settle a dispute between Ptolemy (Richard O'Sullivan) and his sister Cleopatra (Elizabeth Taylor) over the throne of Egypt. From that point on, the film follows Caesar and Cleopatra's romance and political plans, Caesar's assassination, Cleopatra's liaison with Marc Antony (Richard Burton) and their eventual defeat at the hands of Rome. One of the most expensive movies in film history (adjusted for inflation, a budget of $320 million dollars) and a scandal rocked filming (Taylor's near death, the Burton/Taylor affair), it seemed the critics were lining up to dump on it before it even opened. But posterity has been kind to the film. An intelligent, literate Epic with spectacular production values (Cleopatra's entry into Rome still leaves one gasping). You can see where every cent was spent. The film is decidedly uneven however. The first part (prior to the intermission) on Caesar and Cleopatra is best, greatly helped by an excellent Oscar nominated performance by Harrison. The second half is more problematic. In addition to Burton at his histrionic worst (he doesn't say his lines, he barks them), the film falters considerably after the battle of Actium and the rest of the film drags. As Cleopatra, Taylor certainly looks the part and she has some of her best moments as an actress, her humiliation of Antony when returns after his marriage to Octavia (Jean Marsh) is wonderful. But even she is defeated during some of the film's more florid passages. Directed by Joseph L. Mankiewicz. The massive cast includes Roddy McDowall, Martin Landau, Hume Cronyn, Carroll O'Connor, Robert Stephens, Cesare Danova, Francesca Annis, Kenneth Haigh, Pamela Brown, John Hoyt, Michael Hordern, Andrew Keir, Gregoire Aslan, Martin Benson, Isabelle Cooley, John Doucette and Herbert Berghof.