[Once the film was completed and in the editing process, the original opening, filmed in July 1962, was deemed too sparse and not of the same visual quality as the rest of the film. It was slightly rewritten and filmed again in February 1963, after the entire film had been shot, wrapped, and all the cast had gone to their respective homes. At great additional expense, those necessary for the "new" opening, traveled to Spain to film the opening we see in the completed film. For your interest, the original opening follows:]

The film opens with an aged and weathered painting of a battlefield on an ancient stone wall. As the Narrator speaks, the painting slowly becomes newer and fresher until it appears to be a frozen scene of the battlefield.

"...and so it fell out that at
Pharsalia, in Greece, Caesar put
his legions against those of the
Great Pompey and did destroy them.
Thus, by the folly of war amongst
themselves, came the Romans to
count Roman dead..."

The frozen scene comes to "life" and we see the battlefield, covered by the intermingled dead and dying of both Pompey and Caesar. Destroyed horses, broken wagons and impedimenta of war. A great carnage has taken place. A small stream runs through the field. The blood of those who have died beside it has flowed into the water, coloring it. Occasional funeral pyres are already burning; the smoke of others is visible beyond the hill. Battle standards, weapons, etc. are being collected and salvaged. Incongruously, a few shepherds usher their sheep onto the battlefield which is, after all, their grazing land.

And circling endlessly overhead, birds of prey. The shepherds and their sheep cross the path of Julius Caesar as he rides slowly through the battlefield. He and his armor are stained with sweat and battle. His eyes are grim and sad as they survey the scene. He is followed by some mounted officers: Rufio - his chief-of-staff, Germanicus - an infantry general, and two supporting officers. Plodding along beside them, on a donkey, is Caesar's barber - Flavius, a small man, mute, but by no means deaf, and a privileged companion to Caesar.
Flavius costume sketch by Vittorio Nino Novarese

Caesar brings his horse to a halt, the others drawing alongside him. He looks out over the carnage:

The earth made wet with Roman blood,
by Romans. It was Pompey, not I,
who wanted it so...
(he tosses his
helmet to Flavius)
...get me water -

Flavius scrambles from his donkey and down toward the stream. From another direction, over another hill, a quickly riding horseman can be seen approaching. It is Mark Antony. His horse is covered with sweat; he, himself is grimy and blood-stained. More than any of them, Antony looks as if he had been in the middle of the carnage. He dismounts. Caesar calls out to him...

Have we got him?
Pompey's gone, Caesar! Slipped
through our fingers - disguised
as a peddler, if you please...
A peddler. The Great Pompey...
(a grim smile)
He's left most of his merchandise
(still to Antony)
Gone where?
There's a report he has a galley
waiting at the coast - provisioned
for a long voyage. Egypt, they say...
Very likely. To ask for sanctuary -
borrow money - borrow time. I thought
it was over. It seems it's not...

Flavius arrives with Caesar's water.

As he drinks, Flavius swiftly pantomimes. Caesar understands. The others are a little mystified.

According to Flavius, our gentle
Greek shepherds are already looting
the bodies. Double your burial
detail, Germanicus. Any civilian
caught molesting Roman dead is to
be nailed up in his village square...
(a swift salute)

He rides off..

(to Antony)
When do you start back to Rome?
Whenever you say.
Then at once. Rome is best not left
unwatched for too long - like one of
your mistresses...
(Antony laughs)
And there's to be no question about
your authority to act in my name -
My word will be yours - and, as
always, Caesar's word will be law...
Yes. Well, be sure to have at least
three legions with you always - they
help keep the law legal...

Antony smiles and nods...

I find it odd, Caesar. Surely Pompey
knew that you must go to Egypt in any
case, on the business of Rome. Yet
he chooses to escape there...
At times, the Fates seem to decree
that men create their own disasters.

Antony salutes and starts toward his horse. Suddenly, Caesar calls after him:

Antony - !
Brutus. Have they found his body?
His body? Brutus is alive, Caesar,
trust our noble Brutus to survive.
Captured most honorably, he was,
and laid down his sword with great
dignity - though a bit too easily...
He's to be pardoned.

Both he and Rufio react incredulously.

Set Brutus free.
But it's not the first time he's
fought against you, Caesar - would
Brutus and Pompey have pardoned you?
Oh, he'd have wept real tears, I'll
grant you that, he'd have blubbered
to the gods of his love for you
while he pointed to your head on the
top of a pike! No, Brutus is my
prisoner, I took him myself -
Let him go!

A pause.
[Later in the film, there is a meeting of Senators at Cleopatra's villa in Rome. At the meeting, Caesar makes a demand to be made "Emperor of Rome". During that sequence, Caesar makes reference to this scene, and reminds Brutus that at Pharsalia, "...Antony was hot to separate you from your head - with just cause. It was by my command - my dictate, if you will - that you stand here tonight dribbling virtue out of the corners of your mouth!" In the re-written opening, references to Brutus, and Caesar's pardon of him, were omitted. This is most likely the result of eliminating Antony from the re-write as well. The reason for removing Antony from the opening is not quite clear. Perhaps, because of the structure of the film, with Antony's part being dominate in the second half, it may have been thought unwise to bring him in so early.]

As you command.
(he lifts his
arm in salute)
Hail, Caesar...

He rides off.

Caesar's look goes to Rufio's impassive face; then down to Flavius. From his donkey, Flavius stares at him somberly. Abruptly, Caesar rides away. The others follow. As they ride off, from a nearby barren tree, vultures look down aimlessly upon the dead. The scene freezes to a stop and begins aging until it appears to be an ancient frieze. The frieze dissolves to (see *** below)

With the "new" opening scene, the film opens as we see it; Caesar is viewing the battlefield of Pharsalia, in Greece, where his troops have defeated the army of fellow Roman, Pompey, who instigated this "Roman Civil War". Caesar learns that Pompey has escaped, most likely to Egypt. The narrator tells us that, "...just as the Romans, so the Egyptians made war one upon the other. For young King Ptolemy would no longer share the throne with his sister Cleopatra - but drove her from the city of Alexandria and sought to destroy her." The narration above is heard over the image of an ancient frieze. As the narration continues, the frieze become less aged, and continually clearer until it is a freeze-frame from the film. We now see the image clearly. *** Ptolemy, Cleopatra's brother. The freeze-frame moves into action on this scene. [The narrator has brought our attention to, in order, Ptolemy, then Cleopatra. The uncut film would have done the same, introducing us first to Ptolemy, and, in the following scene, Cleopatra.] Sulking on a bejeweled chair near the entrance of his command tent, scowling out at the white sand and imposing encampment about them, is Ptolemy. He is about seventeen years old - resplendent in golden armor.


In attendance nearby are several priests. Behind Ptolemy's chair stands Pothinos, Chief Eunuch and Court Chamberlain. He is turned toward a group, which is seated before a food-laden table, apparently deep in deliberation. Most important are Achillas, General of the Army of Egypt, and Theodotos, Chief Tutor to the King. The frieze moves into action:

 - my dear Achillas, let us be reasonable
men. Caesar has defeated Pompey.
Pompey, when he arrives, may ask for
nothing more than sanctuary and safe
conduct -
Caesar, when he arrives, may ask for
nothing more than Pompey -
May I speak? It is an exercise in
simple logic.
(he turns and bows)
Perhaps his Majesty would care to
follow it?
No. You won't listen to me, why
should I listen to you? You all
just keep waiting and waiting,
and talking and talking. I want
my sister killed.
She shall be, Divine Majesty.
However, an important matter has
come up -
Nothing is more important. I decree
that nothing is more important than
killing Cleopatra.
It is decreed, your Majesty...
(he continues,
to the others)
Pompey, as a friend, can no longer
help us. Nor, as an enemy, can he
hurt us. Caesar, for the moment at
 least - is Rome. We cannot exist
if Rome is our enemy. Therefore, we
must do with Pompey what will be
most pleasing to Caesar...
Exquisitely stated, scholar. Even
I could follow your logic. And
certainly you, General? In any
case, we must return immediately to
the Palace at Alexandria - prepared
to greet them, as they arrive, each
in turn...

A shrill exclamation from Ptolemy. They all look over at him. Slowly, the young king rises to his feet and stares. On the tent flap rests a magnificent butterfly, gently moving its wings. Ptolemy stealthily crosses and catches it in his fingers. He turns to his bewildered court:

You were all fooled, weren't you?
She fooled you all, didn't she - but
not me! I've caught her, Cleopatra
spying on us - !

He slams the butterfly to the floor. Its wings beat feebly. The scene dissolves to the interior of the Temple of Isis at Cleopatra's encampment by the sea. [This would have been our very first glimpse of Elizabeth Taylor as Cleopatra in the unedited version of the film.] With her eyes closed, she is veiled and seated below the goddess Isis.

[The image below is an actual screen capture from the same source the film makers used in making the documentary, "Cleopatra: The Film That Changed Hollywood". Incredibly, inconceivably, they did not use this "lost" footage?!?]

The High Priestess and her assistants are kneeling before her, a reflecting pool between them. The priestess is using the pool to divine events and prepare Cleopatra for what lies ahead. [Subsequent script revisions proposed re-shooting this scene using a firepit, as used in the other "incantation" scenes throughout the film.]

Oh Great Isis of a thousand names,
Green Goddess, Lady of Abundance,
the fire burns, the water flows,
and heaven is content
at the coming forth of Isis.
Fear not, daughter of our glory,
no evil thing shall happen unto thee.
Thou art Beloved of the Gods,
Mother of Horus, Daughter of Set.
Thou art come again today
in the Boat of the Sun
from its place of yesterday.
Until the night cometh and take thee away
all shall be safe and shall grow,
and shall be blessed by the pains of birth.
Arise, Isis of a thousand names,
and come forth to thy people
of the two lands.

The High Priestess prostrates herself. A pause. Cleopatra opens her eyes...

And as we look into tomorrow - ?

The High Priestess stares into the shallow pool before her. She makes an encircling motion with her arms. The water becomes agitated, with ever-increasing ripples...

The fire burns, the water flows...
What more - ?
The water flows, the waves blown by winds..
And more - ?
There is blown on the waves -
the winds of destiny...nothing more.

The waters of the pool become quiet. Another pause. Cleopatra rises, removes her veil, and places it on the goddess. Leaving the temple, she heads for her command tent.

[The vision reveals just a hint of what is coming..."...blown on the waves, the winds of destiny." This is the first use of the "incantations" that will dot the film, each successive one revealing events with increasing clarity and precision.]