Following production of El Cid (1961, see entry), actor Charlton Heston revealed to the 12 Jul 1961 Var that producer Samuel Bronston next planned to film a motion picture based on Edward Gibbon’s 1776 historical text, The History of the Decline and Fall of the Roman Empire. The next day, DV confirmed that El Cid writer Philip Yordan had already been working on a script for director Anthony Mann, with Heston intended for the principal role of “Marcus Aurelius.” Although the 19 Dec 1961 DV claimed that Mann was consulting Gibbon’s multi-volume work for research, he later told the 30 Apr 1963 LAT that the film was not intended as an adaptation, and its similar title was “just a coincidence.” Bronston and Mann’s $6 million epic moved forward at Paramount Pictures, edging ahead of a rival picture at Metro-Goldwyn-Mayer, which the 3 Oct 1961 DV figured would likely be cancelled as a result.
       Development temporarily stalled a few months later, however, when the 20 Dec 1961 DV stated that Heston had refused Bronston’s offer to return to El Cid locales around Madrid, Spain, to appear in The Fall of the Roman Empire, ostensibly due to its lengthy overseas shoot. Instead, Heston approved a role in 55 Days at Peking (see entry), which also went on to film in Spain and was readied for release in 1963. Meanwhile, with Yordan’s draft completed, Mann began an international search for other big-name actors to fill out the cast. DV items throughout the summer and fall of 1962 claimed that Lee Marvin, Laurence Olivier, Michael Redgrave, Hugh O’Brian, John Fraser, and Jack Palance were considered for roles, while the 1 Feb 1963 and 29 Mar 1963 DV also alleged that Laurence Harvey and Kirk Douglas turned down hefty salary options—in Douglas’s case, a paycheck of $1.5 million. In late summer 1962, Richard Harris was confirmed as the Roman Emperor “Commodus,” and shortly after, Sophia Loren signed on to play “Lucilla.” According to a 27 Sep 1962 LAT story, Loren received $1 million for sixteen weeks’ work.
       Although a 27 Nov 1962 DV brief indicated that Harris had already started training with co-star Stephen Boyd, the 10 Dec 1962 edition announced he had left the project and was replaced by Christopher Plummer. The 19 Dec 1962 Var explained that Harris was purportedly dissatisfied with recent changes to the screenplay, which were credited to Ben Barzman and Basilio Franchina. The 11 Jan 1963 LAT reported that historical consultant Will Durant wrote the prologue.
       Principal photography began 14 Jan 1963. Two days later, Var detailed the initial day of work, which consisted of a 350-person unit shooting in the snowy Sierra de Guadarrama mountain range near Madrid. An additional 2,500 background actors were used to depict the Roman legions in battle sequences. Due to high snowfall blocking the roads in the Navacerrada mountain pass, the crew set up base in Segovia. Other expected locations included the walled town of Sagunto, which housed a recreation of Rome’s ancient Genua, as well as some sites outside Madrid previously used for 55 Days to Peking. Stories in the 17 Jul 1963 DV and Var identified the area as the former Chamartín Studios at Las Rozas, which Bronston recently purchased and expanded with the intent to rent out space to other filmmakers. A 1 Feb 1963 DV news item revealed that several of the actors trained with European horse rider Count Friedrich Ledebur in Spain to learn to ride without stirrups. Ledebur also appeared onscreen as a legionnaire alongside Alec Guinness’s Marcus Aurelius.
       According to the 21 May 1963 DV, work with the principal actors was completed in Spain on 17 May 1963. While a second unit continued filming in the mountains, the primary cast and crew relocated to Cinecitta Studios in Rome, Italy, for nearly a month. On 19 Jun 1963, Var announced that all except Sophia Loren then returned to Spain, where several sources reported photography was completed the first week of Jul. By this time, the expensive cast, large-scale effects, and extravagant sets had pushed the budget to a figure estimated between $14 million and $16 million. A 22 Jul 1963 DV brief suggested that Bronston considered reusing the sets by having his second unit director Andrew Marton helm another project called The Rape of Rome, but production did not move ahead.
       To recoup such substantial costs, the 30 Oct 1963 Var reported that Paramount hoped to develop a release pattern based on cash guarantees from exhibitors. Multiple items also hinted at extensive promotional campaign strategies, including educational outreach headed by publicist Jonas Arnold, tie-ins with the upcoming 1964 New York City World’s Fair, and a twenty-three-minute behind-the-scenes featurette narrated by James Mason, which was presented as a “trailer” to press, students, and television audiences. The 23 Jan 1964 LAT also claimed that Mann and Bronston hoped to orchestrate international television coverage for a premiere event that was to take place in Madrid.
       According to a 4 Mar 1964 Var news story, The Fall of the Roman Empire was scheduled to open first at the Astoria Theatre in London, England, on 24 Mar 1964. A benefit preview at the DeMille Theatre in New York City took place 25 Mar 1964, with regular roadshow screenings beginning the following day. In addition to the DeMille, the 22 Jan 1964 Var reported that simultaneous engagements were booked at multiple venues across the U.S. and Canada; however, that day’s NYT indicated that the DeMille was only able to accommodate ten reserved-seat showings a week due to the film’s extensive running time. Although already in release, 10 Feb 1964 and 18 Feb 1964 DV briefs indicated that the film was scheduled for an additional charity premiere in Washington, D.C. on 17 Apr 1964, and would play as the opening night feature at the Cannes Film Festival on 29 Apr 1964. Shortly after those events, the 6 May 1964 Var announced that Paramount intended to end the roadshow policy earlier than expected and switch to a “three-a-day popscale schedule.” Seating was “guaranteed,” with a limited number of seats sold per screening and patrons restricted to just one viewing per ticket. A Los Angeles, CA, gala premiere took place 11 Jun 1964 at the Hollywood Paramount Theatre, and citywide screenings began several months later, on 23 Sep 1964.
       Even before the film’s release, negative press began to circulate with the revelation that Samuel Bronston Productions owed debts likely exceeding $24 million, due to the budget overruns on The Fall of the Roman Empire and Circus World (1964, see entry). Articles in the 4 Mar 1964 and 11 Mar 1964 Var revealed that New York City attorney Jesse Moss had signed on as a trustee to oversee the relations between Bronston and his principal financier, Pierre S. du Pont III. By the summer, the 6 Jun 1964 NYT announced Bronston had filed for bankruptcy, and his company ceased all business activities that same year.
       Although the film itself was neither a commercial nor critical success at the time of its release, Dimitri Tiomkin’s score earned a Golden Globe Award for Best Original Score – Motion Picture, and an Academy Award nomination for Music (Music Score—substantially original).
       Contemporary reviews provided running times of 180, 185, and 188 minutes, but the U.S. Copyright record lists a duration of 153 minutes.