The Film That Nearly Destroyed Hollywood: How Cleopatra Became the Most Expensive Flop in Film History

By then, the film had been in the works for three years, had burned through several directors and one producer who died mid-shoot, and had swallowed so much money that the entire Hollywood studio system held its breath. Cleopatra wasn't just a film. It was an experiment in exactly how far a studio could go before it collapsed in on itself.

From two million to forty-four

The project began modestly enough - a $2 million budget, an entirely ordinary figure for a historical epic in the late 1950s. By the time filming finally wrapped in 1963, that number had swollen to $44 million, well over $400 million today once adjusted for inflation. That made Cleopatra the most expensive film ever made up to that point - a record no other film would come close to touching for years.

The first sixteen weeks of shooting, at Pinewood Studios outside London, burned through $7 million and produced just ten usable minutes of footage. The reason was brutally simple: English weather. Constant rain and fog made it impossible to shoot exteriors meant to depict a sun-drenched Egypt. In the middle of it, Elizabeth Taylor came down with pneumonia so severe she needed an emergency tracheotomy at a London clinic. She later joked that she'd been pronounced clinically dead four times during the ordeal, quipping that going five minutes without breathing on one occasion "must be some kind of record." The scar from that operation remained visible in her scenes for the rest of the shoot.

The studio eventually decided to cut its losses and move the entire production from England to Rome, to the Cinecittà studios. Complete sets of Alexandria, including the royal palace and the city itself, had to be rebuilt from scratch, alongside a replica of the Roman Forum that, according to some accounts, ended up larger than the original. The abandoned sets at Pinewood weren't a total loss - the British comedy Carry On Cleo inherited them for free the following year, walking away with a million-dollar set for nothing.

A scandal that outgrew the film itself

In the middle of all that logistics, something happened that no producer could have predicted or controlled. Elizabeth Taylor, at the time married to singer Eddie Fisher, and Richard Burton, married to actress Sybil Williams, fell for each other during filming. Burton later admitted just how stunned he was by her level of fame, in a line that's stuck around ever since: "She knocks Khrushchev off the bloody front page."

The affair became an early blueprint for what we'd now call full-blown paparazzi culture - photographers reportedly hid in trees and under cars trying to catch the couple together. The Vatican's weekly newspaper publicly condemned Taylor for "erotic vagrancy," an accusation so harsh she later said it made her physically sick. One American congresswoman even tried to bar the two of them from re-entering the United States on grounds of "undesirability." None of it slowed public interest, though - if anything, the scandal turned Cleopatra into the most anticipated film of the decade before a single audience member had seen a frame of it.

When Fox sold itself to survive

By the time the film finally reached theaters in June 1963, running over four hours, it became the highest-grossing film of the year in America, pulling in nearly $58 million. On paper, that sounds like a triumph. In reality, that figure barely covered production costs, let alone the marketing and distribution expenses that pushed the total closer to $60 million. The film meant to save the studio nearly took it down instead.

20th Century Fox was forced to sell off a chunk of its famous Los Angeles backlot - land that today is known as Century City and is worth billions - just to cover its debts. The studio spent the following years leaning harder into television production as a safer, cheaper model, and the entire industry absorbed a lesson that would shape how films got financed for decades to come: the era of unlimited budgets for historical epics was over.

Gold that, in the end, was worth something after all

Despite everything, Cleopatra wasn't the artistic failure its finances suggested. It won four Academy Awards, mostly in technical categories - art direction, costume design, visual effects, and cinematography - proof that at least the craft behind the production, chaos aside, came out flawless. Elizabeth Taylor earned $1 million for the role, the first actress in history to cross that symbolic threshold, plus an additional $50,000 a week for every week of filming past the sixteen-week mark, along with ten percent of the film's gross - a deal that, once everything was tallied, ultimately paid out over $7 million.

Ironically, that same contract, negotiated before anyone could have guessed the scale of chaos to come, later became the benchmark by which Hollywood stars negotiated their own worth for decades afterward. Taylor and Burton, scandal notwithstanding, married in 1964, divorced in 1974, remarried in Botswana in 1975, and divorced again just a year later - a love story every bit as turbulent as the film that brought them together.

Sixty-two years later, Cleopatra isn't remembered primarily for its plot about an Egyptian queen and her two Roman lovers. It's remembered as a cautionary tale carved into Hollywood history - proof that not even the biggest star, the most lavish costume, or the most magnificent set can single-handedly save a film from its own runaway ambition. And yet, ironically, that very same runaway ambition is exactly why people are still talking about this film more than dozens of far more profitable pictures from the same decade.