The Fall of the Roman Empire is a 1964 American epic historical drama film directed by Anthony Mann and produced by Samuel Bronston, with a screenplay by Ben Barzman, Basilio Franchina and Philip Yordan.

The film stars Sophia Loren, Stephen Boyd, Alec Guinness, James Mason, Christopher Plummer, Mel Ferrer, and Omar Sharif.

When the filming of El Cid (1961) had finished, Anthony Mann saw a copy of Edward Gibbon's 1776–1789 six-volume series The History of the Decline and Fall of the Roman Empire inside Hatchards bookshop.

In the winter of 180 AD, the ailing Roman emperor Marcus Aurelius fights to keep Germanic tribes from invading his northern territories on the Danube frontier.

Privately Aurelius holds egalitarian ideals, and wants a successor who will reform the empire and grant equal rights to all its subjects; this disqualifies his son Commodus, who prefers to rule by force.

Timonides wins the Germans' trust by successfully undergoing an ordeal, having his hand held in the flame of a torch without crying out, and they agree to submit to the judgement of the Roman Senate.

Despite hostility from Commodus, speeches by Livius and Timonides persuade the senators to let the German captives become peaceful farmers on Italian land, thereby encouraging their fellow barbarians to cooperate with Rome instead of fighting it.

Thwarted, Commodus sends Livius back to the northern frontier and Lucilla to Armenia, with whose king, Sohaemus, she shares a loveless political marriage.

The Senate declares Commodus a god, and Livius and Lucilla are sentenced to be burned alive as human sacrifices to the new deity as the Roman citizens drunkenly celebrate.

He departs the city with Lucilla, as Commodus's old advisers fight over the throne and offer competing bribes to the army in an attempt to gain military support.

In London, while waiting for a taxi cab, he spotted an Oxford concise edition of Edward Gibbon's six-volume series The History of the Decline and Fall of the Roman Empire near the front window at the Hatchards bookshop.

[11] In September 1961, Bronston formally announced he was planning a trilogy of historical spectacles in Spain, which included The Fall of the Roman Empire with Mann and Heston returning to direct and star in.

Filming was initially set in February 1962,[12] with the production design for the recreated Roman Forum supervised by Veniero Colasanti and John Moore.

[14] At the premiere of El Cid (1961), in Madrid, Heston told Bronston associate Michael Waszynski that he was not interested in The Fall of the Roman Empire.

In April 1963, Mann explained to the Los Angeles Times that while the film was not a direct adaptation of Gibbon's volume series, the focus on a fifteen-year period from Marcus Aurelius's reign to Commodus's death was backed by historians as "the turning point in the history of the empire and by concentrating our story on it we can keep the same group of characters within the range of our drama.

"[17] Having selected a focal point for the film, screenwriter Basilio Franchina was hired for his broad knowledge of the period while Ben Barzman would handle the actual writing of the script.

[23] In August 1962, it was reported that Alec Guinness had been cast as Marcus Aurelius, while Richard Harris, Albert Finney, John Gielgud, and Terence Stamp were being considered for other roles.

By the time filming was set to begin, Anthony Quayle, Omar Sharif, John Ireland, and Mel Ferrer had been cast in supporting roles.

[27] The battle sequence between the Romans and Persians involved 8,000 extras, and was shot on an undulating plain near Manzanares el Real, which allowed for legions of soldiers to be visible over a long distance.

Other notable cues include those for The Roman Forum, composed to accompany Commodus's triumphal return to Rome as the newly installed Emperor; a percussive scherzo for a barbarian attack by Ballomar's army; the Tarantella danced by the Roman mob on the evening presaging the gladiatorial combat between Livius and Commodus (which seems to be modelled on the Tarantella movement from the Piano Concerto of Tiomkin's teacher Ferruccio Busoni).

This edition included bonus materials including an audio commentary by Bill Bronston (son of producer Samuel Bronston) and biographer Mel Martin; a reproduction of the original 1964 souvenir program; a behind-the-scenes look at the fall of the real Roman Empire; a "making of" documentary; five Encyclopædia Britannica featurettes on the Roman Empire; and a set of six color production stills.

The fellows who wrote the screenplay — Ben Barzman, Basilio Franchina and Philip Yordan—have failed completely to shape a drama that has human interest or even sense.

"[4] Time magazine criticized the production design as well noting "Bronston's Rome is patently too fabulous to have been built in a day, but it doesn't look lived-in either.

"[5] Hollis Alpert of Saturday Review wrote: "Never before have script writers (there were three involved) written a screenplay like this one, in which the two main parts are complete voids.

One must assume Mr. Bronston offered Mr. Boyd and Miss Loren huge sums to journey to Spain for the movie, they took time only to read the contract and not the script.

"[6] Philip K. Scheuer, reviewing for the Los Angeles Times, felt the film was "more like a recapitulation of all the great movie spectacles, historical and pseudo, than a monumental entity in itself."

"[7] In contrast, Variety praised the film, summarizing: "Large in theme and concept, colorful in treatment, The Fall of the Roman Empire is Sam Bronston's greatest coup de cinema.

[45] Leonard Maltin awarded the film 31⁄2 out of 4 stars, writing "Intelligent scripting, good direction, and fine acting place this far above the usual empty-headed spectacle".

[46] Steven H. Scheuer disliked the film at first and asked his Movies on TV readers to "excuse the divine Sophia Loren for looking so uncomfortable," but later reconsidered his opinion and rated it 3 out of 4 stars.

In March 1964, it was reported that Pierre S. du Pont III took over the company, in which he had signed guarantee bonds for the films to reach completion so it would enable Bronston to raise finance.