Milius' second feature film as a director, it was produced by Herb Jaffe for Metro-Goldwyn-Mayer, and distributed in the U.S. by United Artists and internationally by Columbia Pictures.

Mulai Ahmed er Raisuli is the leader of a band of Berber insurrectionists opposed to the young Sultan Abdelaziz and his uncle, the Bashaw of Tangier.

Raisuli then issues an outrageous ransom demand, deliberately attempting to provoke an international incident in order to embarrass the Sultan and start a civil war.

and as an effort to demonstrate America's military strength as a new great power, despite the protests of his cautious Secretary of State, John Hay.

In response, Roosevelt sends the South Atlantic Squadron, under the command of Admiral French Ensor Chadwick, to Tangier, either to retrieve Pedecaris or to force the Sultan to accede to Raisuli's demands.

Jerome's company of Marines, supported by a detachment of sailors, march through the streets of Tangier, much to the surprise of the European legations, whose forces are with the Sultan at distant Fez.

A three-way battle ensues, in which the Berbers and Americans team up to defeat the Germans and their Moroccan allies, rescuing Raisuli in the process.

"Several members of the film's crew make supporting and cameo appearances: writer-director John Milius as a one-armed German military advisor, director of photography Billy Williams as Sir Joshua Smith, special effects supervisor Alex Weldon as US Secretary of War Elihu Root, and stunt coordinator Terry Leonard as Roosevelt's sparring partner Dan Tyler Moore.

Milius' inspiration had come from reading an article by Barbara W. Tuchman about the Perdicaris affair in American Heritage magazine,[4] and he found the story fascinating; he decided to adapt it into a screenplay once he figured how to make the story more cinematic, by making Ion Perdicaris a woman, Eden Pedecaris.

Milius says he originally wanted Mrs. Pedecaris to be 55 or 60 and played by Katharine Hepburn with the children being her grandchildren, and the Berber would be a similar age.

And of course the children would look at such a character as being even greater than Sean Connery – this old man would be the greatest old thing they'd ever seen, and they'd have great admiration for their grandmother for standing up to him, the way old people can snipe at each other and love each other because they have the common bond of age.

[6] Milius stated both in interviews and the DVD commentary that he was consciously echoing a number of classic adventure films and stories.

Milius' apparent endorsement of imperialism was not attacked by critics, perhaps due to the film's subtle satiric manner and for the accurate recreation of the era in which its story is set.

Another major influence is the 1969 film The Wild Bunch, which inspired the final confrontation between the American and German troops and the earlier scene where the Sultan test-fires his Maxim gun.

He greatly admired Connery's performance, whereas he felt Bergen's acting range was extremely limited, and she was only concerned with looking good.

[9] Several of the crew are cast, most notably the cinematographer Billy Williams (perhaps best known for Ken Russell's 1969 film Women in Love), who plays the gun-shooting, white-suited Englishman Sir Joshua Smith in the opening scenes of the attack at the Pedecaris villa and stunt supervisor Terry Leonard as Roosevelt's sparring partner.

The scene at Yellowstone National Park (where Roosevelt gives his famous grizzly bear speech) was filmed in the Meseta Central, north of Madrid.

The Marines and sailors used in the Tangier attack scene were Spanish special forces troops, along with a handful of U. S. Marine Corps and United States Navy personnel from the naval base in Rota (Cádiz), who marched with precision through the streets of Seville and Almería en route to the Bashaw's palace.

According to Milius (on the DVD commentary), the U. S. Marine Corps actually shows this scene to its advanced infantry classes for midshipmen at the U. S. Naval Academy.

True to the style of such Golden Age scores as Maurice Jarre's Lawrence of Arabia, Goldsmith used a diverse ensemble that relied heavily upon a large percussion section and a variety of Moroccan instrumentation.

[11] The music went on to earn Goldsmith an Academy Award nomination for Best Original Score, though he lost to fellow composer John Williams for Jaws.

[14] Variety called it "Generally literate and very commercial period action drama, well written and better directed by John Milius.

[16] The film was nominated for two Academy Awards; Jerry Goldsmith for Best Original Score and Harry W. Tetrick, Aaron Rochin, William McCaughey, Roy Charman for Best Sound.

In Region 1, Warner Home Video released the film on DVD on January 6, 2004, featuring a brief production featurette, the theatrical trailer, and a commentary by Milius.