This film does not depict the fall of the Roman Empire, only the beginning of it. And it takes three hours to do it. Like Gladiator more than three decades later, it distorts second century Roman history, making Emperor Marcus Aurelius (Sir Alec Guinness) a victim of murder instead of plague. And like Gladiator, it distorts events surrounding the death of Aurelius' son and successor, Commodus (Christopher Plummer). In real life, Commodus was strangled while taking a bath. Finally, like Gladiator, it depicts the empire as infinitely big, infinitely powerful, and infinitely magnificent. The sets and action sequences of The Fall are impressive: There are endless parades of soldiers, a beautifully reconstructed Roman Forum, and a spectacular fight between racing charioteers. Unlike the chariot race, however, most of the film plods along at a tortoise pace, first under the gloomy winter skies of the Danube region, then in the treacherous shadows of the Forum. Plummer carries the film as the loony Commodus. He knows how to sneer, defy, lurk, double-cross, and turn thumbs down on the hapless. And though we don't get to see him die in a bathtub, we do see him wield Commodus' famous sword in a fight to the death against good guy Livius (Stephen Boyd) while the latter's beloved, Lucilla (Sophia Loren), is about to be burned at the stake. Guinness is somber and wise as the aging Aurelius, showing no hint of the emperor's Christian-hating side as he attempts to prepare Rome for its future. Boyd, who also drives a lickety-split chariot in Ben-Hur, plays the altruistic Livius as noble and selfless -- and humorless. Performing ably in supporting roles are old pros such as James Mason, Mel Ferrer, Omar Sharif, Anthony Quayle, Finlay Currie, and John Ireland. Dimitri Tiomkin won a Golden Globe and an Oscar nomination for the fine musical score.