FOREWORD

By Fraser C. Heston
“Rome Will Mark Us All Forever”

In March of 1958 my father, Charlton, my mother, Lydia, and I boarded the SS United
States and sailed from New York, across the grey Atlantic, for Europe and then Rome
to film Ben-Hur. It was, as my father wrote later in his journals, a voyage that would
change all our lives forever. After the War, Dad and my mother had struggled
desperately for years in New York to become “working actors” on the Broadway
stage, which, for my dad, was the ultimate goal. Hollywood, television and film did
not beckon a “serious actor” with its siren song as it does today. By the early ’50s,
however, Dad was finally lured to Hollywood by producer Hal Wallis, for a small noir
film called Dark City (1950). Then, in 1954, a number of films later, he was cast as
Moses in Cecil B. DeMille’s The Ten Commandments, and became one of the most
sought-after actors in Hollywood. Now another big-budget epic would take him—
and us— far from the backwoods of Michigan, the boards of Broadway and backlots
of Hollywood... to Rome! My father had been cast in the title role as Judah Ben-Hur
by director William Wyler in January of 1958, after a long casting process in which
Willy, as my father called him, had played his cards very close to the vest. Wyler was
already one of the great directors of his time. With two Best Director Academy
Awards ®, for Mrs. Miniver (1942) and The Best Years of Our Lives (1946), Wyler had
proved both his talent and versatility— not to mention his toughness and a
somewhat daunting reputation for perfection. Dad had worked for Willy the year
before in The Big Country (1958), somewhat surprisingly accepting a supporting role
as ranch foreman Steve Leech opposite Greg Peck. Interestingly, even after the
success of The Ten Commandments (1956)— one of the biggest box office hits of all
time— my father did not think the film had “catapulted him into the stratosphere” of
stardom, as he somewhat wryly put it. Nor, perhaps more poignantly, had it given
him cachet as a serious dramatic actor. But Dad knew a great director when he saw
one and jumped at the chance to work for Wyler in any role. Dad’s physicality and
sheer moral weight on screen must have impressed Wyler— as it did the audience.
Wyler finally cast him as Ben-Hur after some indecision as to whether he should play
the title role or Messala, a role ultimately played brilliantly by Irish actor Stephen
Boyd. It was the right call. Dad was thrilled, as was my mother, for they both knew
the production would mean moving to Rome for at least eight months— ultimately it
took ten— to make what was then the most expensive, ambitious and— for MGM—
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risky film of all time. In those days one traveled in style. We took the Super Chief
train across the country from Los Angeles, spent a few days at our apartment in New
York and booked first-class passage on the stately United States ocean liner to South
Hampton, England. There, Dad began a lengthy pre-publicity tour of the U.K. and
Europe, finally arriving in Rome to begin pre-production several weeks later. We
moved into a magnificent villa named Horti Flaviani after the orchards of the
Emperor Flavian, who was apparently the first landlord. It had been more recently
owned by an archaeologist and had a huge formal garden, a long, gated gravel drive,
endless rooms and a courtyard fountain full of goldfish. On hot Sundays— his one
day off each week for ten months— my father lounged, exhausted, on a deck chair in
that fountain in his underwear, soaking up the cool, green water and drinking
lemonade. I remember I also had a sandbox in the gardens of the villa, and each
week my father brought home a big sack of rich yellow sand from the arena to fill my
sandbox. “Son,” he would say with a smile, “that’s not just any sand. That’s MGM
sand!” I recall that I once got lost in the gardens, and discovered that the villa had its
own entrance to the catacombs of Rome. I wandered around through the dimly-lit
tunnels full of bones and human skulls for a while, totally fascinated, until I realized I
had no idea how to get out. I was ultimately rescued by my father. “I thought I’d
never see America again!” I said with relief. The production team put my father to
work almost immediately learning to drive the chariot. His tutors were legendary
stunt coordinator and second-unit director Yakima Canutt and Yak’s son, Joe, who
would double my father in Ben-Hur, and who served as his stuntman in countless
films over the next thirty years. Joe became a close friend and remarkable second-
unit director himself, working for me on several pictures when I became a filmmaker.
One of my earliest memories is driving in the chariot with my dad, galloping around
the set of the chariot “circus,” built entirely on the backlot at the famous Cinecittà
Studios outside Rome. I imagined Dad was a professional chariot driver, and it was
only after some time that I realized he was an actor and actually got paid “to pretend
to be people.” Not a bad job for “a shy kid from backwoods Michigan who liked to
dress up in costumes and speak in funny accents,” as Dad put it. While my father was
battling in the Roman arena by day, my mother Lydia was honing an artistic craft in
her own right— learning the process of becoming the truly gifted photographer she
remains today. During the filming of The Ten Commandments, the unit publicist
asked her to take a few pictures of her husband on the set.
She never looked back. Her hauntingly beautiful black-and-white still photographs
and 16mm films remain for us, and for the world, not just a photographic record of
those epic years, and our lives in them, but an eloquent artistic statement about the
world in which she lived, loved and traveled so enthusiastically. Wyler’s collaboration

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with my father proved one of the most rewarding, though perhaps the most
challenging and certainly the most difficult, of his career. Willy worked him
mercilessly, challenged him to “Just be better, Chuck!” But Dad loved Willy. In an
unguarded moment alone in a hotel bar late one night, Willy poured my father a
drink and said, “I wish I could be a nice guy Chuck, it would be a lot easier, but it
doesn’t make the film any better.” And he was right. Somehow, through that peculiar
alchemy between great directors and their actors, Wyler and Dad meshed, and the
result was the performance of a lifetime. Dad always said he was fortunate to have
begun his career with great directors, as indeed he was, in a career that spanned epic
directors from Cecil B. DeMille to James Cameron. Willy, he said, “was the
toughest— but also the best director I’ve ever worked with.” And that’s saying a lot.
As my father wrote in his journal on December 31, 1958: “I suppose this could be
called a pivotal year… In it I made the picture that will probably be not only the most
important I’ll ever make, but will either finally press me into the thin airless reaches
where the supernovae drift, or demonstrate conclusively that my orbit is a different
one… I’m not sure I’ll be unhappy with either end. That’s probably because so much
happiness stems for me from my family.” Ben-Hur went on to win 11 Academy
Awards ®, the most of any film at that time, including Best Director for William
Wyler, and Best Actor for my father and his portrayal of Judah Ben-Hur. “I thanked
William Wyler and Christopher Fry,” my father wrote in his autobiography, In the
Arena, “infuriating the Writers Guild since they refused to allow Fry any credit
whatsoever for his sterling work on the script....” But despite the controversy
surrounding the writing credit, Ben-Hur would become one of the most successful
films of all time. All those months of sweat and toil in Rome had paid off
handsomely. I’ll never forget the dawn of the day after the Awards— my father
coming home with my mother, black tie undone, and sitting on the front steps of
“the House that Hur built,” as he called it, reading the headlines in the Los Angeles
Times with his name in bold type, the pale yellow light glinting softly on the Oscar ®
by his side. After Ben-Hur, nothing would ever be the same for us. From then on, Dad
got to choose pretty much which parts he wanted, and the result was an eclectic
career as actor, writer and director, humanitarian and political activist, spanning
forty more years and more than 80 films and television shows: from El Cid (1961) to
his directing debut Antony and Cleopatra (1972), from the Western classic Will Penny
(1968) to sci-fi epic Planet of the Apes (1968), and from Soylent Green (1973) to The
Omega Man (1971). When I became a writer and director, my father and I had the
pleasure of collaborating on several films, including The Mountain Men (1980),
Treasure Island (1990), Mother Lode (1982) and Alaska (1996). He also authored four
books, became three-time president of his union— the Screen Actors Guild— helped

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found the American Film Institute, and was involved in countless humanitarian and
political causes, from the USO to the NRA, from the Civil Rights Movement and the
March on Washington with Dr. Martin Luther King, Jr. to the National Council on the
Arts. He was married to the same woman for more than 60 years, which has got to
be some kind of record in this town. He fathered two children: my sister Holly and
myself. He had three grandchildren: my son Jack, and Holly’s son Charlie and
daughter Ridley. All in all, not a bad run for a shy kid from backwoods Michigan. The
Eternal City had, indeed, marked us all forever.

» Fraser C. Heston
Hollywood, California
October 14, 2011

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 THE MOVIE THAT SAVED MGM

As originally planned, Ben-Hur hardly seemed as if it would be particularly distinctive

or memorable; it was, however, expected to make a lot of money. Biblical epics were
one of the few genres of the 1950s that the fading Hollywood studios could count on
to lure young, post-war families away from their new television sets. In 1953, when
its production was first discussed among Metro-Goldwyn-Mayer executives, Ben-Hur
was intended to join the ranks of those stalwart movies. What happened to make
Ben-Hur MGM’s second-highest grossing film up to that time, and one of only three
movies to take home 11 Academy Awards ® Timing played an important part, though
at first it may not have seemed so auspicious. Throughout the 1950s, MGM was
caught in a series of corporate upheavals that almost derailed the production. Like all
of Hollywood, the studio was suffering from the loss of its theater audience to
television, and from the revolutionary changes in distribution and exhibition that had
been wrought in 1948 when the U.S. Supreme Court ruled that the studios had to sell
their movie theater chains. In addition, MGM’s top-heavy corporate structure made
implementing studio-wide changes difficult and burdened many of its films with large
overhead costs. Sometime between its inception in 1953 and its filming in 1958, Ben-
Hur became the hope of a failing studio. Fortunately, the producer Sam Zimbalist,
who was one of the first to get involved in the Ben-Hur remake— and who would
ultimately give his life to the picture— had the vision to get it into production with
the resources it needed and the courage to do so, even though he knew that failure
could mean bankruptcy for the studio. He had started his film career in 1920 as a
cutter at Metro Pictures— one of the predecessor studios that became Metro-
Goldwyn-Mayer after Marcus Loew merged it with Goldwyn Pictures Corporation
and Louis B. Mayer Productions in 1924. Zimbalist eventually moved into production,
proving himself a master of epic, location-shot productions such as King Solomon’s
Mines (1950), Quo Vadis? (1951) and Mogambo (1954). If saving the studio was a
heavy burden for one picture to bear, by the time Ben-Hur started filming, Zimbalist
had certainly assembled the right people for the job. In addition to one of
Hollywood’s most honored directors, he had engaged an unbeatable team of
talented craftspeople. Ben-Hur benefited greatly from those pedigrees, as reflected
in the nicknames the film picked up over time. Not only was it called “the movie that
saved MGM,” but it would also come to be known as “the first intimate epic” and
“the first truly modern epic.”

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Audiences Line Up for a Ben-Hur Showing at Loew’s State Theatre in New York In his
1957 article for Fortune concerning MGM’s financial situation, the magazine’s editor,
Emmet John Hughes, twice mentioned that Ben-Hur was the production everybody
hoped would save what was once the foremost movie studio in Hollywood. MGM
was formed in 1924, but by 1925— and through the end of the 1940s— MGM
boasted more stars, more films and more resources than any competitor studio. It
was the only studio to get through the Depression without posting a loss, and it
continued in the black through the end of World War II; however, by the early 1950s,
MGM fell prey to the same forces that were affecting the rest of Hollywood.

The end of World War II had led to a major shift in audience habits. Returning G.I.s
wanted to stay home and start families rather than go to the movies. The rapid
market penetration of television, which brought entertainment into household living
rooms, encouraged this nesting instinct. From an immediate post-war peak of 90
million ticket sales per week, movie attendance had dropped to 46 million by 1953.
To make matters worse, the Supreme Court had decreed that the studios’ ownership
of their own theater chains was monopolistic. Selling off their exhibition divisions
deprived them of assured distribution for their films. MGM was the last to sell its
theaters because it had one of the smaller chains and was having trouble getting a

6
fair price, but the studio finally complied with the court’s mandate in 1959.
Television was less of a threat to the studios’ international distribution overseas, but
the protectionist post-World War II policies of many nations prevented the studios
from taking their profits out of those countries. Back home, studio product was
beginning to seem even more out of touch with public tastes than it had in the
escapist movies of the past. In the face of the congressional investigation of alleged
Communist influences in the industry, the studios began backing off from depicting
social issues for fear of being labeled subversive. The resulting blandness alienated
upscale, educated audiences. Faced with declining box-office revenues, Nicholas
Schenck, president of MGM’s parent company Loew’s Inc., pressured studio head
Louis B. Mayer to bring in a new vice president in charge of production in 1948.
Mayer hired Dore Schary, who made efforts to streamline production and make
more timely, less sentimental pictures. Schary found success with early productions
such as the war film Battleground (1949) and John Huston’s crime drama The Asphalt
Jungle (1950), but he also had Schenck’s support to keep him in place at the studio
when he and Mayer disagreed. Schenck had never gotten along well with Mayer,
who by this time had been demoted from studio president to vice president in
charge of the studio— though he still had a team of executives who were loyal to
him. The conflict between Mayer, Schenck and Schary finally came to a head in 1951.
As film historian Scott Eyman writes in Lion of Hollywood, Mayer’s meetings with
Schary had grown increasingly contentious by the end of 1950. Mayer’s abusive
language grew so strong that Schary eventually refused to meet with him and
offered to resign. Schenck backed Schary instead of Mayer. When Mayer lost his
temper and announced his resignation, Schenck accepted it. On June 27, 1951,
Variety magazine reported that, “By mutual agreement, Louis B. Mayer will no longer
be connected with Metro-Goldwyn-Mayer Studios. Mr. Mayer has given our industry
leadership and inspiration, and now in parting, his associates at Loew’s wish him
success and happiness in his future activities.” Mayer had been the studio’s driving
force for more than a quarter century, and his ouster didn’t prevent the studio’s
ongoing structural upheaval and financial decline.

Schary had been brought in to make significant changes to MGM, but he couldn’t
persuade Schenck to court the rising number of independent producers, including
major stars who had formed their own production companies. Schary wasn’t allowed
to reduce MGM’s staff or to turn the burgeoning popularity of television to MGM’s
advantage, as some other studios had done by selling their film libraries to the new
medium and embracing television production. In 1955, with continuing financial

7
difficulties, the stockholders pressured MGM’s board of directors into replacing
Schenck. The next president of Loew’s Inc., Arthur Loew, was in charge for only a
year before he resigned in late 1956. Joseph R. Vogel took over. As one of his first
acts, Vogel dismissed Schary, citing declining box-office revenue. Notwithstanding
certain challenges from the board and stockholders, Vogel finally put many of
Schary’s ideas into effect, including reaching out to independents and cutting costs.
He also kept in place one project Schary had initiated in 1953, a proposed remake of
the studio’s 1925 silent epic Ben-Hur.

Charlton Heston, Loew’s President Joseph R. Vogel and Haya Harareet THE INTIMATE
AND MODERN EPIC

When Schenck, Schary, studio general manager Eddie Mannix and producer Sam
Zimbalist had met in the summer of 1953 to discuss MGM’s future production plans,
one of the proposals was a remake of their silent classic Ben-Hur (1925). When
Schenck and Schary left the studio, however, Ben-Hur was postponed. At the end of
1957, Vogel made a bold decision and told Zimbalist to get the film into production
as soon as he could, even though financially MGM was already on shaky ground.
Insiders labeled the move “the biggest gamble in studio history,” but Biblical epics
such as MGM’s Quo Vadis? (1951), and 20th Century-Fox’s David and Bathsheba

8
(1951) and The Robe (1953) were topping box-office charts in the 1950s, and the
team at MGM hoped that a Ben-Hur remake would allow them to capitalize on this
popular genre. With the recent towering success of director Cecil B. DeMille’s The
Ten Commandments (1956) for Paramount, it was a timely gamble that they believed
had a chance to succeed. Financial analysts suggested an overseas production would
save almost half the cost of making it in Hollywood, so Zimbalist finally settled on
shooting Ben-Hur in Rome, where he had produced Quo Vadis? earlier in the decade.
Zimbalist turned to four key players who had helped make Quo Vadis? a success—
composer Miklós Rósza, cinematographer Robert Surtees, and art directors Edward
Carfagno and William A. Horning. Sidney Franklin was attached to direct, but by late
1957, he had decided he was too ill to handle such a mammoth production. Although
DeMille would have been the obvious next choice, Zimbalist went instead to two-
time Academy Award ®-winning director William Wyler, who had never directed a
film of this scope before. In fact, with Wyler’s reputation for working slowly and
shooting endless takes, he might have seemed the least likely choice for a picture
whose budget, by then, had risen to $ 10 million— an enormous amount for that
time. But Zimbalist wasn’t looking for economy. When Wyler protested that he’d had
no experience with scenes like the chariot race and the sea battle, the producer
countered that many of those details could be handled by second-unit teams. What
he wanted were Wyler’s strengths— his sense of intimacy, his taste and
sophistication, his ability to make his characters the center of his films— all the
things that had come to be labeled “the Wyler touch.” Zimbalist wanted the
compelling humanity Wyler had brought to pictures such as Dodsworth (1936), Mrs.
Miniver (1942) and The Best Years of Our Lives (1946). Under Wyler’s guidance, the
sets for Ben-Hur actually looked like places where people lived, and the costumes
seemed like people’s clothes, rather than something picked up in the studio
wardrobe department. Some critics even dubbed it “the thinking man’s epic.” Part of
this was the result of careful work with the script so that the big action scenes all
flowed out of story and character. More than a tale of towering buildings and
breathtaking action, Wyler’s Ben-Hur became the tale of childhood friends turned
enemies and of one man’s personal journey through revenge to forgiveness. Wyler
worked tirelessly with the actors to make sure each move, each shot, told something
about their characters. Whenever he could spare the time, which included the
company’s Sundays off, he labored over the screenplay with writers Gore Vidal and
Christopher Fry to create dialogue that was similarly grounded in reality.

9
Wyler worked with Surtees to make sure the widescreen image did not overwhelm
those carefully crafted and played characters. They found ways to use Carfagno’s
sets to break up the image so that the extremely wide frame would not overwhelm
the story or leave close-ups and two shots with empty, meaningless space. In night
scenes, Surtees used shadows to focus the viewer’s attention, isolating characters in
small pools of light within an otherwise dark frame, just as they would have been in
real life. Those shots are so effective, in fact, they helped earn Surtees the nickname
“The Prince of Darkness.”

Cinematographer Robert Surtees Effectively Used Light and Shadow to Focus Viewer
Attention The result of all this attention to detail was a level of reality not seen
before in a Hollywood epic. The film was as much about the emotional lives of its
characters as any of Wyler’s other pictures. That approach made the big action set
pieces even more effective. For audiences, the battle at sea was not about firebombs
and colliding galleys, it was about Ben-Hur’s struggle to survive and to repay one of
the few acts of kindness he had experienced since the story’s start. The chariot race
may have had hundreds of extras and the biggest set yet used for a motion picture,
but it primarily served as the final showdown between two characters— Ben-Hur and
Messala— whose animosity had been building on screen for more than two and a
half hours.

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Although Ben-Hur was in many ways the epitome of Hollywood’s move toward epic
filmmaking in the 1950s, its more personal approach would point the way to the
future. Seeing an epic as an intimate story set against an impressive backdrop has
become the standard approach to filmmaking in the genre. George Lucas’s Star Wars
films— with their lived-in space vessels, intergalactic towns and strong character
development— drew on the techniques Wyler and his production team developed
for Ben-Hur. Ridley Scott was influenced by the film in creating his own epic,
Gladiator (2000), while cinematographer Ernest Dickerson used close-ups to
complement the epic dimensions of the story of Malcolm X (1992). The editing of the
chariot race— with its rapid cutting, carefully chosen details and strong focus on the
personal story— has been as influential as the film as a whole. The repetition of
distinct visual elements throughout the race sequence— such as the steadily
increasing occurance of close-ups of Messala’s deadly wheels and overhead shots of
the chariots rounding the spina— to drive the race’s action takes its influence from a
technique Sergei Eisenstein developed, exemplified in the Odessa Steps massacre
scene in Battleship Potemkin (1925). DeMille also used recurring visual elements in
scenes like the destruction of the temple in Samson and Delilah and the parting of
the Red Sea in The Ten Commandments. But Ben-Hur also had a personal approach,
anchoring its most repetitive details in character and using the experiences of
individuals (Messala whipping his team or the Sheik shouting in outrage) to tell the
broader story. That approach is reflected in the action sequences of later films, such
as the attack on the Turkish train and the massacre of the Turkish army in Lawrence
of Arabia (1962), the car chases in Bullitt (1968) and The French Connection (1971),
and the entire sinking of the ocean liner in Titanic (1997). George Lucas borrowed
both narrative and visual elements from Ben-Hur’s chariot race sequence for the pod
race in Star Wars Episode I: The Phantom Menace (1999). Since its initial release in
1959, Ben-Hur has been an impressive achievement that has stood the test of time.
Many Hollywood creatives have admitted to being riveted by it in theaters and have
gladly acknowledged its influence on their own work. Gladiator’s production
designer, Arthur Max, said, “The comparisons made between Gladiator and Ben-Hur
are only flattering. It was our ambition, I think, to at least meet that challenge.”

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Down Eros! Up Mars! Remember?

Judah Ben-Hur

VARIATIONS ON A SAGA
The character of Judah Ben-Hur was not born in the mind of a Hollywood
screenwriter during the late 1950s. Nor was Ben-Hur’s quest for personal justice
some forgotten piece of Americana. The story of Ben-Hur had been a part of
American culture since the late 1800s, and it had already been filmed and staged
numerous times when MGM decided to make the new adaptation of Ben-Hur its big
picture of 1959. General Lew Wallace, a distinguished statesman and military leader
of the 19th century, created the story of Judah Ben-Hur. The Indiana-born Wallace
served in the U.S. Army during the Mexican-American and Civil wars, eventually
rising to major general. Despite early successes, he was forever haunted by his
actions during the Battle of Shiloh. When his reinforcements arrived too late to the
battle to help, General Ulysses S. Grant blamed him for the Union’s loss, despite
Wallace’s protests that Grant’s orders had been incomplete. It took a lifetime of
public service to rehabilitate Wallace’s reputation. After the Civil War, he was deeply
involved in U.S. efforts to drive the French occupation forces out of Mexico. This role
led him into politics, and he served as the territorial governor of New Mexico from
1878 to 1881. Wallace was inspired to write his novel, Ben-Hur: A Tale of the Christ,
after an 1879 meeting with the well-known agnostic Colonel Robert G. Ingersoll,
whose lengthy questioning of Wallace’s faith made Wallace realize how little he
knew of his professed Christianity. The writing became his means of researching the
life of Christ, but it also reflected Wallace’s personal struggles. Ben-Hur’s story
paralleled Wallace’s long fight to redeem himself after what he considered an unjust
disgrace during the Civil War. The author never acknowledged that connection,
claiming instead that the book was inspired by his passion for The Count of Monte
Cristo by Alexandre Dumas père, another story of an unjustly imprisoned man
seeking vengeance on his persecutors. Harper & Brothers first published Ben-Hur: A
Tale of the Christ on November 12, 1880, but it was not initially a success. Over the
next two years, book sales gradually picked up, particularly when Christian clergymen
started recommending it from the pulpit— a significant shift from American
churches’ long-standing opposition to fiction. Eventually Ben-Hur surpassed Harriet
Beecher Stowe’s Uncle Tom’s Cabin as America’s best-selling novel, a position it held
until the publication of Gone with the Wind in 1936. It again reclaimed the number
one spot with the release of the 1959 film version. At first, Wallace resisted offers to

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dramatize his story, not wanting to put Christ on stage as a character. But when
playwright William Young suggested representing the Christ simply as a beam of
light, Wallace gave in. The result was a smash hit, seen by more than 20 million
people from 1899 to 1920. Producers Marcus Klaw and Abraham Erlanger opened
the show on Broadway in November 1899, with William S. Hart as Messala and
William Farnum stepping into the title role shortly thereafter. (Both men would later
become silent screen stars.) The production’s big attraction was spectacle: In
addition to staging the sea battle and using fountains with real water, the Broadway
Ben-Hur included a live chariot race. Horses raced on treadmills heading straight
toward the audience, while a painted diorama moved in the opposite direction and
fans blew dust across the stage. Things didn’t always go as planned, and occasionally
Messala won the race. But the cast always acted as though Ben-Hur had come in
first. The stage version inspired the story’s first film incarnation, a 1907 silent with
Hart again starring as Messala. With a 15-minute running time, the Kalem Company’s
production left out much of the story, though the picture featured grand costumes
from the Metropolitan Opera House and boasted in its advertising of “sixteen
magnificent scenes.” The centerpiece was the chariot race, shot on a New York beach
with members of the Brooklyn Fire Department playing the charioteers. The 1907
Ben-Hur has been credited as the first film to depict the Roman Empire, but it has a
far more important and notorious place in history. The Kalem Company made their
Ben-Hur without getting permission from Wallace’s estate, leading to one of the first
copyright infringement cases against a movie. When the U.S. Supreme Court decided
for the plaintiffs, it established the precedent that copyrighted works were protected
from unauthorized film adaptation. Douglas Fairbanks began negotiating for remake
rights as early as 1919, but neither he nor D.W. Griffith nor Max Reinhardt could
afford the steep asking price of the estate. Eventually, Erlanger, Charles B. Dillingham
and Florenz Ziegfeld, Jr. pooled their finances and bought the rights. They then tried
to peddle the project to Goldwyn Pictures (long after its founder, Sam Goldwyn, had
departed). Studio head Frank Joseph Godsol countered with an unprecedented
offer— nothing up front, but a share of the box-office returns— and a deal was
made. In the early 1920s, screenwriters often doubled as producers, and women
distinguished themselves in both fields during the silent era. June Mathis, who had
made Rudolph Valentino a star in The Four Horsemen of the Apocalypse (1921), took
hold of the scripting and production reins for Ben-Hur, insisting the film be shot in
Rome. When Valentino proved unavailable for the lead, Mathis handpicked George
Walsh as the leading man and named Charles Brabin as director. Filming started in
Rome in 1924 but quickly ran into problems with weather, accidents and
communications. Before long, Brabin was ignoring Mathis’s orders, while she refused

13
to cut her script— even though it would result in a four-hour movie. While the cast
and crew were in Rome, Goldwyn Pictures was bought by Marcus Loew and Loew’s
Inc.— soon merging with Metro Pictures and Louis B. Mayer Productions to become
Metro-Goldwyn-Mayer. The new studio was under the leadership of Mayer and his
right-hand man, Irving G. Thalberg. The merger did not at first include Ben-Hur, but
Marcus Loew was so concerned about the troubled production he eventually put it
under Mayer’s control. When Thalberg saw the early footage from Rome, he wrote,
“It is beyond my conception that such stuff should have been passed by people of
even moderate intelligence… that anyone could have tolerated for one single day,
the ill-fitting costumes, the incongruous actions, the almost silly and typical
European movements of the people.” By June, the new MGM had halted production,
replacing Brabin with Fred Niblo; Mathis with Bess Meredyth and Carey Wilson; and
Walsh with Ramón Novarro. Walsh first learned he had been replaced when Francis
X. Bushman (Messala) told him he had read it in the papers. The new cast and crew
began shooting in Italy in October, then returned to Hollywood in spring 1925.
Although the film’s Circus had been built in Rome, it was rebuilt in Los Angeles at
what is now the corner of Venice and La Cienega boulevards. Filming the chariot race
was the social event of the year. Among those present to serve as extras were John
and Lionel Barrymore, Marion Davies, Lillian and Dorothy Gish, Mary Pickford,
Douglas Fairbanks and Sam Goldwyn. Also present during those months was a very
important figure in the history of Ben-Hur, director William Wyler. As one of Niblo’s
many assistants, he was costumed as an Arab and helped control crowd reactions
during the race. The 1925 film made some key changes to the novel’s plot that would
remain for the 1959 version. Unlike the novel, which follows Ben-Hur and his family
through the reign of Nero (37-68 CE), the film ends shortly after Christ’s crucifixion
(33 CE). The 1925 film also makes an important change to the chariot race. Originally
Wallace had ended the race with Ben-Hur deliberately driving into Messala’s chariot,
causing him to crash. In the film, however, Messala cheats by attempting to injure
other drivers throughout the race, resulting in the climactic crash after Ben-Hur
thwarts his efforts. In the silent film, the crash kills Messala, who, in the novel, had
lived to continue plotting against Ben-Hur. According to the documentary, Ben-Hur:
The Making of an Epic, at $ 3.9 million, the 1925 Ben-Hur was the most expensive
silent film ever made up to that time. Despite glowing reviews and a strong box-
office return of $ 9 million on its initial release, the studio failed to break even on the
film because of Erlanger’s percentage share of the revenue. A 1931 reissue, with
synchronized score and sound effects, finally brought that version of Ben-Hur into
the black, giving MGM a profit of $ 81,000. The production’s size and impact had put

14
the new studio on the map, and established MGM as Hollywood’s premier studio for
lavish, stylish productions.

Marketing the Stage Version of Ben-Hur With six acts and a prologue, a cast of more
than 100 actors and extras, and 30 tons of equipment, theatrical versions of Ben-Hur
were so massive that stages across the country had to be specially reinforced during
its 21 years of touring and six Broadway runs.

15
Publicity Poster for MGM’s Silent Ben-Hur (1925) For all the film’s grandeur, this
poster highlights the sex angle. It features Carmel Myers— as Messala’s mistress,
Iras— playing the seductress to Ramón Novarro’s Judah Ben-Hur.

16
Francis X. Bushman and Ramón Novarro The silent versions of Messala and Ben-Hur
were a study in contrasts, with the older, more experienced star Bushman playing
villain to the younger, more innocent (though hardly for long) rising star, Novarro.

Circus Continuity Script This page from the Circus continuity script, dated October 9,
1925, gives details of Messala’s “terrific crash” in scene 122.

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Circus Continuity Script

This page from the Circus continuity script, dated October 9, 1925, gives details of
Messala’s “terrific crash” in scene 122.

SCENE 119 – L.S. WITH CHARIOTS HALFWAY DOWN THE EAST

COURSE BUT COVERED BY M.S. CAMERAS AS WELL AS MINIATURE
CAMERAS.
Messala and Ben Hur neck and neck followed by others to
establish geography (comparative).

SCENE 120 – C.U. FOLLOW SHOT – WITH CAMERA SHOOTING DOWN

SHOWING MESSALA’S RIGHT CHARIOT WHEEL
and a little of the side of his chariot to register what
it is –- as Ben Hur’s left chariot, showing a little of
Ben Hur’s chariot, slowly comes up from the rear and
interlocks with Messala’s wheel. There is a horrible
grinding of steel and timber with sparks, dust and sand
flying -- going at great speed as Messala’s wheel is torn
and broken from his axel [sic]. No horses or people need
be seen from this angle.

SCENE 121 – M.S. NORTHEAST END OF COURSE – SHOOTING

TOWARD END OF SPINA
holding in [sic] Ben Hur’s and Messala’s chariots as the
wheels interlock and Messala goes down in a flash as Ben
Hur bounds out of the scene safely.

SCENE 122 – C.U. OF THIS TERRIFIC CRASH WITH BEN HUR’S

CHARIOT
showing Messala, his chariot and horses pile up and roll
over in wild confusion -- this should be so close that it
fills the whole screen and played with so much speed and
enough dust to enable us to take it with dummies, etc.
without even scratching the man or the horses.

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Synchronized Cutting Continuity Script
The rivals’ wheels lock and Ben-Hur grabs the whip from Messala in the middle of the
1925 film’s chariot race. This page from the synchronized cutting continuity script
was created on March 5, 1931 for the film’s re-release in December, which included
a synchronized musical score.

MGM Studio Head Louis B. Mayer

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Mayer may have been in the driver’s seat at MGM, but the overseas production of
Ben-Hur was originally out of his hands— per the merger agreement that had
created the studio— until Marcus Loew asked him to take over the beleaguered
production in 1924.

The Battle at Sea

When Louis B. Mayer arrived in Italy to reign in production in 1924, the grand sea
battle was being shot off the coast of Livorno with crews of Italian extras, some of
whom had lied about their ability to swim.

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The Legacy of General Lew Wallace
Attesting to Wallace’s contributions to U.S. history are his literary work— Ben-Hur: A
Tale of the Christ— and Andrew O’Connor’s sculpture of him, which stands in the
National Statuary Hall in Washington, D.C. In the overlapping image, Haya Harareet—
the actress who plays Esther in MGM’s 1959 adaptation— poses with various copies
of Wallace’s book, which enjoyed a resurgence in sales with the 1959 film’s release.

What Becomes a True Epic?

Like most terms in the arts, “epic” has a variety of meanings: some generic, some
more precise and academic. In modern parlance, the meaning of “epic” has become
diluted; today it is often used to mean anything big or impressive, even if it is just a
personal accomplishment, such as defeating the hardest challenge in a video game.
But in the world of entertainment and literature, “epic” has a much more limited
definition. Although James Cameron’s 2009 Avatar qualifies as a true epic, some films
that have been called epics— even favorites like Titanic (1997)— don’t quite fit the
bill. The term originated in literature and dates back to ancient Greece, when it was

21
applied to Homer’s lengthy narrative poems The Illiad and The Odyssey. As defined
by critics, “the epic” is a long narrative poem about a hero whose actions determine
the fate of a people. Using that rather specific definition, critics limit the number of
epics in Western literature to only a handful, adding to Homer’s works Beowulf,
Virgil’s Aeneid and John Milton’s Paradise Lost. With the arrival of film, particularly
its expansion to feature-length in the early 20th century, the epic seemed a natural
genre for the new medium. Italian productions like Quo Vadis? (1913) and Cabiria
(1914) were considered the first epic films. Director D.W. Griffith set out to rival
those films with The Birth of a Nation (1915) and Intolerance (1916). The epic was
perfectly suited to silent Hollywood, but it was eventually displaced by the more
immediate concerns of the Depression, and by the late 1930s it had faded. The 1950s
brought a resurgence of the genre, inspired by the success of Cecil B. DeMille’s
Samson and Delilah (1949), as Hollywood sought to lure fans away from their
televisions with ever-larger stories. The failure of Cleopatra— the highest grossing
film of 1963, though it barely recouped half its costs— and other big-budget
productions put the brakes on the epic again, as audiences looked to more
contemporary action films. George Lucas’s Star Wars films starting in 1977 created a
new wave of successful epics, albeit futuristic in style and science fiction in genre.
Nonetheless, filmmakers have continued to make successful historical epics,
including Dances With Wolves (1990), Braveheart (1995) and Gladiator (2000). What
gives these films their epic status is not just their size or the fact that they are set in
different time periods, but rather the way they depict a hero who is centrally
responsible for the survival of a culture or a people. The title of Griffith’s The Birth of
a Nation suggests that, however controversial the message, the director related the
shaping of the United States to the actions of one family involved in the Civil War and
its aftermath. Characters such as Kevin Costner’s Lieutenant Dunbar and Russell
Crowe’s Maximus, even in defeat, shape the destiny of their people in some way. The
same can be said for Jake Sully in Avatar, though his heroic actions determine the
future of the alien Na’vi more than the future of his fellow humans. Ben-Hur is
definitively an epic in every sense. Not only is it a colossal production set in a vivid
reconstruction of the past, but also Judah Ben-Hur’s odyssey mirrors the fate of his
people. His rise from a slave of the Roman Empire to a free man is allegorical to the
transformation and rise of the free state of Israel after centuries of Jewish
oppression. At the same time, Ben-Hur’s transition from a man motivated by hatred
and vengeance to one inspired by freedom of compassion— through the message of
the Christ— signifies redemption through the power of Christian religious beliefs.

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Is it your intention to expunge Mr. Fry’s name from the lips of men?
Charlton Heston

EVOLUTION OF A SCREENPLAY
The progression of Ben-Hur’s script from first draft to final film was as circuitous and
complex as its title character’s journey through ancient Rome and Judea. From its
1953 inception to the film’s release in 1959, the project went through five writers
and more than 70 drafts. The documents on file in the Turner/ MGM script collection
at the Margaret Herrick Library at the Academy of Motion Picture Arts and Sciences ®
allow researchers to trace the story’s evolution from first draft to shooting script and
beyond. There are, however, no clear records of precisely who is responsible for new
material that was written on location. The shooting script presented in this eBook
was preserved by the Warner Bros. Story Department and is dated June 30, 1958.
While it contains many of the changes described in detail below, more writing and
adjustments continued to be made to the Ben-Hur script throughout the film’s
production and post-production. Karl Tunberg was the first writer assigned to the
production. He was a studio contract writer who, by 1954, had spent 17 years
creating star vehicles. A specialist in musicals, he started at MGM on Mario Lanza’s
Because You’re Mine (1952) before trying his hand at historical adventures, including
Valley of the Kings and Beau Brummell (both 1954). Something of a Hollywood
fixture by the 1950s, he even served a term as president of the Writers Guild of
America (then the Screen Writers Guild) from 1950 to 1951. Tunberg submitted a
first draft of Ben-Hur on April 21, 1954, and completed his final draft on June 21,
1955, though he is credited on partial script revisions dated as late as April 18, 1958.
Tunberg would be the only writer to complete full drafts of Ben-Hur from beginning
to end. His final draft conforms to the film’s overall structure, but contains some
notable differences from the completed film. For example, the quarrel between Ben-
Hur and Messala that sets the plot in motion occurs in only one scene at the Antonia
military fortress, rather than in separate scenes at the fortress and Ben-Hur’s home,
as is in the film. In Tunberg’s draft, the decisive moment comes when Ben-Hur breaks
off the relationship and walks out in response to Messala’s persistent requests that
he spy on dissidents for the Roman government. This scene was used in screen tests
for actors trying out for the roles of Messala and Ben-Hur. Like the original novel, a

23
draft from Tunberg dated September 9, 1954, included the character of Iras,
daughter to Balthasar (one of the three Magi). In the novel, she was a Delilah figure,
spying on Ben-Hur and attempting to seduce him for Messala. MGM’s silent film
version in 1925 eliminated her relationship to Balthasar but made her Messala’s
mistress. In Tunberg’s earliest drafts, she had a larger role, serving as Esther’s
seductive rival for Ben-Hur’s affections. But by the time Tunberg wrote his 1955
draft, the seduction scenes had been cut, relegating Iras to only a brief appearance in
the drama.

Overall, Tunberg’s dialogue is wordier and more formal than what ultimately appears
in the film. In his drafts, Rome’s Emperor Tiberius is consistently referred to as “Sire,”
whereas in the film he is “My lord.” Quintus Arrius’s speech to the galley slaves is
longer and more archaic: “Mark me all who can! You are condemned men. You will
live only as long as you serve this ship. Mark me and row well!” In the film, the
character simply says, “Now listen to me, all of you! You are all condemned men. We
keep you alive to serve this ship. So row well, and live.” One myth about Tunberg’s
drafts is that he wrote nothing for the central action sequence except three words,
“The Chariot Race.” In fact, his draft dated June 21, 1955, included 22 pages of action
that, among other things, introduced the deadly wheels on Messala’s chariot— a
significant element absent from both the novel and the silent film. As in the final
film, Tunberg’s drafts depicted Messala being brought down by his own cheating
when he attempts to whip Ben-Hur and his horses. In a script dated March 25, 1958,
second-unit director Andrew Marton split up Tunberg’s chariot race into distinct
shots, reworking portions of the race while keeping many of Tunberg’s original
descriptions. One of Marton’s most significant additions was to re-create a stunt
from the 1925 film, in which Ben-Hur jumps his chariot over a fallen rival’s— a
dazzling sequence in the 1959 version. MGM’s management went through a series of
changes in the late 1950s— including the departures of Loew’s Inc. president Nicolas
Schenck and MGM head of production Dore Schary— and production of Ben-Hur was
placed on temporary hold. In 1957, when Loew’s president Joseph Vogel ordered
producer Sam Zimbalist to move Ben-Hur forward, Zimbalist brought in first Maxwell
Anderson and then S.N. Behrman to work on the script. (Assigning multiple writers to
bring a fresh eye to scripts was, and continues to be, standard Hollywood practice.)
Anderson was a notable journalist, screenwriter and playwright known for historical
dramas such as Anne of the Thousand Days and Joan of Lorraine, while Behrman was
a master of high comedies such as No Time for Comedy. The latter had also worked
on Zimbalist’s 1951 film, Quo Vadis? The two men worked from Tunberg’s final draft,
reshaping some of the dialogue, especially for Ben-Hur’s first love scene with Esther.

24
Where Tunberg’s dialogue was formal and innocent, Anderson made it more
flirtatious, giving Ben-Hur a reference to Solomon and his harem that remains, at
least in part, in the final film. Another of Anderson’s changes that appears in the film
is Ben-Hur’s gesture of wearing Esther’s slave ring. A draft from Behrman that is
dated January 8, 1958, combines Tunberg’s and Anderson’s changes and adds a line
for Ben-Hur that survives almost intact in the film “If you were not a bride, I would
ask to kiss you good-bye.” Behrman’s drafts also bring Iras’s character back to a more
prominent role, in which she strongly encourages Ben-Hur to enter the race against
Messala. By the final shooting script, Iras retains her larger role but is given a new
father, Sheik Ilderim— though she does not make it to the final film. With those last
screenplay changes, Zimbalist, director William Wyler and writer Gore Vidal flew to
Rome in late April of 1958.

WHEN IN ROME
According to Vidal in his memoir, Palimpsest, Zimbalist brought him in to do script
rewrites on location. Vidal had been a contract writer at MGM since 1956 and had
worked with Zimbalist on The Catered Affair (1956) and I Accuse! (1958). He had
begun his career as a novelist, with his first, Williwaw, winning strong reviews upon
publication in 1946. When he wrote openly about homosexuality in The City and the
Pillar (1948), however, reviewers deemed it inappropriate for readers and its
publication dismayed members of his politically oriented family. To make a living,
Vidal penned mysteries under a pseudonym and wrote for television. Zimbalist had
asked him to work on Ben-Hur as early as 1957, but Vidal had opted to go on
suspension from his studio contract instead. By 1958, however, he actively wanted to
leave Hollywood to work on plays and his novel Julian. Vidal agreed to work on the
screenplay in return for an early termination of his contract, planning to finish the
assignment by early summer of 1958. Knowing he would need a writer on set for the
duration of the shoot, Zimbalist also brought on playwright Christopher Fry, noted
for verse dramas such as The Lady’s Not for Burning and A Phoenix Too Frequent. In
fact, Fry’s film experience was relatively limited. He had collaborated with director
Peter Brook on an adaptation of The Beggar’s Opera and had written the narration
for the documentary A Queen Is Crowned (both 1953). Hiring Fry, with his literary
pedigree, was another sign that Zimbalist was willing to make controversial decisions
and bring in people who were not studio regulars in order to make Ben-Hur more
than the standard Hollywood epic. Fry arrived in Rome in May of 1958 and stayed
through the last shots in January 1959. In his 1976 essay “Who Makes the Movies?”

25
for The New York Review of Books, Vidal wrote that Fry was asked to start writing at
the film’s end, with Vidal starting at its beginning, in hopes that they would meet
somewhere around the chariot race. While many of the script pages written during
Ben-Hur’s production exist today, none of them was signed, and it is impossible to
state definitively who wrote what. In describing his contribution to the film in
Palimpsest, Vidal stated that he was responsible for reshaping the reunion and
dispute between Ben-Hur and Messala. Additionally, in the 1994 documentary film,
Ben-Hur: The Making of an Epic, Vidal claimed that he added a subtextual element
that, in his opinion, strengthened the characters’ motivations. Feeling that the
political disagreement did not provide sufficient motivation for Messala’s destruction
of Ben-Hur’s life, he suggested that Wyler film it as a lovers’ quarrel. In his view,
Messala and Ben-Hur had had a sexual relationship in their youth (a situation not
unlike the one at the beginning of Vidal’s The City and the Pillar). Vidal intended to
imply that Messala had returned to Rome hoping to resume the relationship, but
that Ben-Hur was oblivious to his affections, all of which turns Messala into both a
political enemy and a spurned lover. Vidal recalls that Wyler was incredulous, until
the writer assured him that he could do it subtly and still give Stephen Boyd
something strong to use in his performance of Messala. As Vidal describes in
Palimpsest, Wyler finally told him to try it, but warned Vidal not to talk to Charlton
Heston about it because the star would “fall apart”— though, in later years, Wyler
would deny that this exchange took place. In his acting journal, dated May 15, 1958,
Heston wrote, “Today we rehearsed Vidal’s rewrite of the crucial scene with
Messala... and WW brought its virtues out in his usual manner as we worked.” Vidal
completed his work on the film at the end of May and left Rome for New York.
Christopher Fry remained through the end of shooting, reworking the script’s
dialogue almost as fast as Wyler was filming. As noted in Ben-Hur: The Making of an
Epic, Wyler would “shoot one day what they wrote the previous day.” Though the
archaic tone of Tunberg’s original dialogue was tempered throughout, Wyler
credited Fry with having elevated the language in key places. Wyler biographer Jan
Herman explains that, “Wyler wanted Fry to elevate the language and give it a
certain formality by suggesting an archaic tone without making it sound pompous or
stilted... He took the colloquial, ‘How was your dinner?’ for example, and changed it
to, ‘Was the food not to your liking?’”

CREDIT CONTROVERSY
As MGM was preparing the film for release in 1959, the question of writing credits
arose. According to Wyler, in Axel Madsen’s biography William Wyler, Tunberg
initially had “verbally agreed” to share the credit with Fry but then “objected” when
26
the issue was presented to the Writers Guild. Ultimately, the Writers Guild decided
that only Tunberg had written the necessary one-third minimum required for a
scripting credit. Both Wyler and Vidal objected to this decision. Vidal wrote to the
Guild that he had scripted the first half of the film, but that a third of that had been
rewritten by Fry. Wyler, MGM head of production Sol C. Siegel and legal executive
Rudi Monta wrote letters and submitted material stipulating Fry’s contributions,
including 36 script pages the studio attributed to Fry. Among the scenes are Arrius’s
warning to the men to “row well and live,” a revised version of Ben-Hur’s first love
scene with Esther, new descriptions of Christ’s ministry and Messala’s admission that
he knows the governor’s death was an accident. Since Zimbalist had passed away
from a heart attack during production, his widow, Mary Zimbalist, got involved in the
campaign to champion Fry. In a letter to the Writers Guild dated November 2, 1959,
she wrote: “I think it is inconceivable to anyone who was there working on ‘Ben Hur’
in Rome to think that Christopher Fry was not one of its principal creators. I know
that he was, in Sam’s eyes... It is sad that one of the most creative is not
acknowledged. It is sad, too, that there should be disagreement on this.” When the
Writers Guild stood by its decision to give Tunberg sole credit, Wyler responded
vehemently. According to Variety, Wyler was “outraged” and told reporters at the
Los Angeles Press Club that Fry deserved writing credit for Ben-Hur “second only to
General Lew Wallace.” In response, the Writers Guild ran a statement in the
November 20, 1959 Hollywood Reporter that declared, “Mr. William Wyler is
engaged in a systematic attack against the writing credits on Ben-Hur as determined
by the Writers Guild of America.” The Guild also protested when Heston thanked Fry
while accepting his Best Actor Oscar ®, writing the actor a letter stating that his
speech was a “tendentious and provocative affront” to its decision to award sole
screen credit to Tunberg. Heston responded with his own letter, in which he
described the “significant contribution” Fry had made to his performance in the film
and then inquired if it was the Guild’s intention “to expunge Mr. Fry’s name from the
lips of men?” In the years after Ben-Hur’s release, Vidal started to weigh in on the
authorship issue, shifting the debate not only to his involvement as a writer but also
to his role in shaping Messala’s relationship with Ben-Hur. The battle heated up in
1976 with Vidal’s essay “Who Makes the Movies?” in which he described his
contributions to the script and its implied subtext. Heston objected to Vidal’s
assertions in his published journals, The Actor’s Life, that same year, adding notes to
his entries for May 2 and 15, 1958 that stated that Fry had written most of the script,
and that “we never shot this scene of Gore’s, nor indeed any attempts he made on
other sequences.” But Vidal repeated his point of view in 1995’ s Palimpsest, writing,
“The scene was duly shot, as written by me.” Heston again countered those

27
statements in his 1996 autobiography, In the Arena. The argument continued with
the 1996 publication of a new edition of Vito Russo’s 1981 book, The Celluloid
Closet— a comprehensive history of gay images in the movies— and the release of a
documentary film based on the book. In a section on Ben-Hur, Vidal repeated his
perspective, leading to a printed exchange of letters in the Los Angeles Times
between Vidal and Heston. The exchange was brief, heated and very human. On one
side was an author defending not only his contributions to the acclaimed film, but
also his solution to setting the epic tale in motion. On the other side was an actor
who felt that one of his proudest achievements had been tarnished, and the work of
Wyler and Fry diminished. With no existing signed script pages, the only statement of
authorship neither man would contest was that Fry had substantially rewritten
everything following the chariot race, and at least one third of the film up to that
point. The debate between Heston and Vidal is inconclusive, but it remains a
fascinating footnote to the history of a film that has appealed to a variety of
audiences for more than half a century.

28
Karl Tunberg
Karl Tunberg is credited with writing the 1959 film version of Ben-Hur. Here, Tunberg
(center) confers with Martin Stephens (seated, left) and Rossano Brazzi (right) on the
set of Count Your Blessings (1959)— a film he wrote and produced.

29
Gore Vidal
Director William Wyler told his biographer, Axel Madsen, that Vidal “is a clever fellow
and a good writer.”

30
Excerpt from Charlton Heston’s Personal Shooting Script of Ben-Hur
» Caption by Fraser C. Heston

Writing is rewriting. Simpler is better, and less is usually more. “Omit needless
words,” as Strunk & White suggest, was my father’s personal writing credo. This is
evident in his hand-written changes on this page for a scene between Ben-Hur,
Esther and Miriam. Crafting a good script means an endless search for better
dialogue and less cluttered stage direction. These changes were made on the set, in
my father’s hand, no doubt after collaboration with director William Wyler. And the
scene is better for it.

31
Scene Changes in Heston’s Ben-Hur Shooting Script
» Caption by Fraser C. Heston
Simple but effective revisions make the dialogue in this scene better. These changes
to a scene between Ben-Hur and Arrius might have been made on this script copy by
my father the night before, and then discussed with director William Wyler and the
other actors on set during rehearsal. In the final cut, most of this scene ended up on
the cutting room floor.

32
Christopher Fry and William Wyler
Wyler turned to British playwright Christopher Fry, noted for poetic and spiritual
plays such as A Sleep of Prisoners, to do on-set rewrites throughout the production.

33
William Wyler, Christopher Fry, Gore Vidal and Charlton Heston
Vidal and Fry were both on location to work on the script, though Vidal left by late
spring and Fry stayed until filming was completed in January of 1959.

34
Sam Zimbalist and Christopher Fry
According to Wyler’s biographer Jan Herman, producer Zimbalist supported director
William Wyler’s efforts to rewrite the Ben-Hur script, but he occasionally balked at
the new dialogue, at least until Wyler convinced him that the new pages worked
better than the previous ones.

Send in the Experts

Ben-Hur’s use of uncredited writers and other script collaborators was not a new
Hollywood practice. It was, and still is, a common occurrence. Along with the five
writers who worked on Ben-Hur, director William Wyler brought in outside
consultants, two of whom were particularly noteworthy. The first was Wyler’s older
brother, Robert, a director who had produced some of his younger brother’s films
and whom Wyler considered to have one of the best eyes for story construction in
the business. The second was Moshe Gottstein, a researcher working on the Dead

35
Sea Scrolls and a professor of Judaic history at the University of Jerusalem. Gottstein
was one of three religious consultants on the film— the other two representing the
Catholic and Protestant faiths. From January through April 1958, before the director
left for Rome, Robert Wyler consulted on the script, writing several partial drafts,
none of which had a major effect on the finished film. But he did write five pages of
notes on the final scenes, clearly identifying a flaw that still exists in the movie: “The
story reaches a climax with the chariot race and Messala’s death. What follows from
there on is more or less episodic. It results in a lack of suspense.” He follows by
proposing specific changes, including featuring Esther prominently during the chariot
race and having her eavesdrop on the dying Messala’s scene with Ben-Hur. Robert
Wyler also suggested that the film’s ending focus more on the fight for Judea’s
independence. None of these ideas, however, were incorporated into the shooting
script. While on location, William Wyler frequently consulted Professor Gottstein. In
script notes dated from June through October 1958, Gottstein made numerous
suggestions to improve the film’s historical accuracy. Yet most of his points went
unheeded. Wyler believed that audience accessibility and dramatic effectiveness
were more important than adhering strictly to facts and theories. Some of the notes
were obvious and based on the New Testament, such as the film setting the Sermon
on the Mount just outside Jerusalem, when in the Bible, Jesus has been preaching
near Galilee right before the sermon. Other notes flew in the face of the most
common depictions of Christ, most of which date from the Middle Ages. According to
Gottstein, the manger was not the wooden cradle seen on most Christmas cards.
Rather it was part of the stable’s wall under a stone overhang reinforced with clay. In
addition, during the Crucifixion, Christ’s feet would have been only about 18 inches
above the ground. Wyler stuck with more traditional depictions in which onlookers
must look up to see the figure on a tall cross. Gottstein also pointed out that Pontius
Pilate’s description of Judea as a land of “goats and Jehovah” was anachronistic. The
word “Jehovah” did not appear until the Middle Ages, replacing the earlier term
“Yahweh.” Gottstein also objected to the depiction of Esther and Simonides as
slaves, stating that the Jews did not keep slaves, although they did have servants.
Nor was there any use of slave rings like the one Ben-Hur takes from Esther and
wears after granting her freedom. That said, even as a servant, she would never have
addressed Miriam and Tirzah by name, as she does when she discovers their leprosy.
In terms of design, Gottstein thought the Joppa Gate depicted in the film was too
similar to its modern version and even questioned the existence of such a structure
at the time the film is set. He also thought the Circus entirely too large for the
Jerusalem of that period, and that the Romans’ construction of such a massive arena
in Jerusalem would have triggered a Jewish rebellion. A Circus of that size would

36
have been found only in Caesaria or, as in the novel and the 1925 silent film, Antioch.
Wyler followed Gottstein’s suggestions in only a few cases, but in each of those
cases, the shift in historical accuracy from the script to the final film is noticeable.
Writer Karl Tunberg had given Ben-Hur’s family a dog named Shep that moved freely
about the house, an addition that remained through a 1958 version of the shooting
script. Gottstein pointed out that keeping dogs as house pets was a European
invention, and that no family of this region would have kept a dog as a pet, nor
would guests have entered a house containing a dog. Wyler agreed and cut the
animal. Gottstein also suggested that the mezuzah at the door of Ben-Hur’s home
would not, as originally described, hang on the wall but rather would be recessed
within it, as it was in the film. A lighthearted change resulting from Gottstein’s notes
occurred in the scenes set in Sheik Ilderim’s tent. Although Wyler did not follow his
note that no Arab of the Sheik’s status would keep an animal in his tent— even the
Sheik’s beloved horses— he did follow Gottstein’s advice on the dinner scene. To a
sheik, belching after a meal was considered a compliment. Failure to belch meant the
guest did not find the food to his liking. Gottstein suggested that having Ben-Hur
force himself to belch after the dinner would provide effective comic relief. Wyler
and Charlton Heston went with this, giving the film a humorous moment.

37
Explanation of Setup
On October 18, 1958, historical advisor Professor Moshe Gottstein wrote a detailed
outline for William Wyler on how the Crucifixion scene may have looked historically.

“BEN HUR”

18th October, 1958

EXPLANATION OF SETUP
1. Outline of the set.
2. Mixed groups of people watching the procession of
Christ carrying the Cross.
3. 30 Roman Soldiers, stationary, trying to hold back the
crowds.
4. Roman soldiers, mounted, leading the procession. NOTE:
Use bay horses.
5. Roman Herald on foot, carrying the tablet on which the
INRI-sign is written in Arabic, Greek and Latin.
6. Christ carrying the Cross. He is dressed in a white
38
gown and wearing a crown of thorns.
6A. Simon of Cyrene who may help to carry the Cross.
7. The two thieves carrying the cross beams of their
crosses.
8. Four Roman soldiers on foot who carry the materials
needed for the crucifixion.
9. Four Roman soldiers following the thieves.
10. The Madonna and a group of about 8 women who follow
the procession, weeping. With them is John.
NOTE: About 10 or 12 High Priests should be scattered in
the crowd as Christ passes by with the Cross.

39
Setup Sketch For Crucifixion Procession
Professor Gottstein’s notes and suggestions for staging the scene of Christ’s
crucifixion included a sketch of what the procession could have looked like.

40
Censoring Jesus

From 1934 to 1968, the major Hollywood studios were forbidden to release
films that violated the Production Code. The Code was a list of filmmaking dos
and don’ts, written by a Catholic priest and first agreed to by movie moguls in
the early 1930s. Strict enforcement of the Code, however, was not established
until 1934— after the Catholic Church’s Legion of Decency spearheaded a
threat of a nationwide boycotts and threw Hollywood into a panic. Under the
Code, movies were supposed to support basic Judeo-Christian morality. No
crime could go unpunished and certain subjects— drug addiction, prostitution,
interracial marriage and homosexuality among them— were barred from the
screen (though some of these prohibitions were relaxed over time). Far from
merely snipping what wasn’t deemed suitable in final films, the Production
Code Administration (PCA) also reviewed scripts, helped deal with local
censorship issues and advised the studios on public relations problems their
movies might generate. Although reissues of the 1925 silent version of Ben-Hur
had been edited to remove a few suggestive shots— most notably a naked
prisoner in the ship’s galley— the story was deemed to be of such moral
integrity that it posed little problem with the Code when MGM began planning
a remake in 1953. Early drafts of the new script included a love triangle
between Ben-Hur, Esther and Iras— who was depicted in the 1925 version as
Messala’s mistress. The reference to an affair triggered a few comments from
PCA head Geoffrey Shurlock, who warned MGM’s studio head in charge of
production, Dore Schary, to avoid any suggestion that Iras was seducing Ben-
Hur, and urged Schary to cut one of her lines that he considered too
suggestive. Later letters also warned Joseph Vogel (who became president of
Loew’s Inc. in 1957), not to make the fight scenes too grisly. The one common
thread running through all of the initial PCA letters is more a matter of public
relations than censorship. From the start, the PCA cautioned MGM to be sure
they depicted Christ on screen in a manner that would not offend the faithful.
They urged “the utmost care in securing technical accuracy” and early on
advised, “it would be unacceptable to quote Christ in any way other than
directly from the Bible.” This matter would be a concern for William Wyler
when he took over direction in late 1957, but a precedent had already been set
by General Lew Wallace in his novel and in MGM’s 1925 silent adaptation. In
both, Christ had no lines not found in Scripture, and in the earlier film, Christ’s
41
face was never shown. It was American opera singer Claude Heater who played
the role of Jesus in the new film without ever showing his face. And with
Wyler’s careful depiction of this sensitive subject, the film received hardly any
criticism on religious grounds.

Leper Makeup
Geoffrey Shurlock, head of the PCA, had relatively few problems with Ben-Hur’s
script, but he cautioned MGM executive Robert Vogel not to make the makeup for
the lepers “unduly gruesome.” The deformities seen in these test shots were toned
down in the final film.

42
 THE WIDESCREEN ERA
MGM’s decision to remake Ben-Hur was one of Hollywood’s many responses to a
financial crisis that had started with the rise of television in the early 1950s. The free
content and convenience of TV were compelling reasons for post-war families to
prefer getting their entertainment at home. Faced with the loss of a large percentage
of their audience to the new medium, film studios had two ways to go. Some
filmmakers went small with intimate, low-budget films— dealing as frankly with
social issues as they could in the shadow of McCarthyism and the anti-Communist
witch hunts. But most of Hollywood went big— pursuing increasingly big stories, big
casts and big screens filled with full-color images. To the studio heads, providing a
spectacular and colorful alternative to the small black-and-white screen, seemed the
only way to get audiences back into the theaters. When Ben-Hur went into
production in 1958, it was planned to be the biggest epic that MGM had ever made
and would use the most advanced widescreen technology of its time, made to order
specifically for the studio.
Director Cecil B. DeMille’s Samson and Delilah (1949) brought the Biblical epic
back to mainstream cinema in the U.S., scoring at the box office in large part because
of the sheer vastness of DeMille’s imagination. Other films quickly followed. MGM’s
Quo Vadis? had five times the average budget of any other MGM film in 1951, but
brought in millions at the box office. DeMille topped himself with The Ten
Commandments (1956), which eventually took in more than $ 100 million
internationally. The trend toward epic productions brought greater demand for
color. At the end of the 1940s, the Technicolor Corporation still dominated that field
and there were no viable competitors— despite the fact that its process was
cumbersome, costly and imposed a series of requirements on filmmakers. The
Technicolor process used bulky cameras that recorded images on three separate
black-and-white rolls of film— one for each of the colors red, green and blue— with
an extremely low film speed that required dazzling levels of light for proper
exposure. The company would only allow films to be made with its own cameras, and
they required the hiring of an official Technicolor consultant who would advise
against using subtle color palettes that were beyond Technicolor’s ability to
reproduce faithfully. Technicolor also kept its special film-processing methods secret,
so that studios had no choice but to develop and print their color films using the
company’s costly dye-transfer method. But as studios increased their schedules of
color films, Technicolor couldn’t keep up. The company had only 15 cameras in stock,
limiting the number of pictures it could work on simultaneously. The film industry
clearly needed an alternative. Several studios had tried developing their own color

43
film processes, but it was Eastman Kodak that in 1950 came up with the most
workable solution, Eastmancolor. The new process used a single strip of film negative
with three layers called the integral tripack. It cost less than Technicolor film stock,
eliminated the need for special cameras and was more sensitive, so it required less
light for filming. Then in 1952, Eastman introduced a simple photographic color
printing process and licensed its printmaking technology to the various studios,
eliminating the need for Technicolor’s exclusive printing system. As Hollywood
started switching to the new technology, Technicolor phased out its own camera and
film stock (the last Technicolor film was shot in 1954) and reinvented itself as a
processing company to print films shot on any competitor’s color negative. It
developed a dye-transfer printing system compatible with Eastmancolor that
provided a richer color palette than other printing techniques. From the mid-1950s
onward, the phrase “Color by Technicolor” stopped meaning films shot on
Technicolor cameras and film stock, but instead referred to films like Ben-Hur that
were printed by the Technicolor laboratories. With brighter colors came larger
images. Filmmakers had experimented with widescreen formats in the past.
Pioneering director Abel Gance used a three-camera process called Polyvision to
create widescreen images for portions of his silent epic Napoleon (1927). Twentieth
Century-Fox shot the 1930 Western The Big Trail using the 70mm Fox Grandeur
process, and MGM used their own 70mm process, Reallife, to shoot Billy the Kid (also
1930), but released only 35mm reduction prints. Equipping theaters to project 70mm
film on such wide screens represented a significant investment. When Depression-
stricken theaters couldn’t afford the transition to the new screen format, The Big
Trail flopped and MGM barely was able to release the widescreen version of Billy the
Kid, which had an innovative 1.75: 1 aspect ratio. As a result, Hollywood films
continued using the Academy aspect ratio of 1.37: 1 that had been established in
1932. After World War II, however, the U.S. economy was flourishing and studios
gave widescreen films another chance. The dawn of the widescreen era was
characterized by a proliferation of processes. The Cinerama process followed suit
with Polyvision’s complicated system that used three synchronized projectors, but it
was initially only used for travelogues such as This Is Cinerama (1952). Cinerama was
very impressive and a big success, but it required a major investment by theaters to
screen films that utilized the three-projector system. Only a limited number of
theaters in large cities were equipped for the process; however, those box-office
returns made Hollywood take notice and made studios look for other, less
complicated widescreen systems. Twentieth Century-Fox purchased the rights to
Henri Chrétien’s Hypergonar anamorphic lenses for widescreen cinematography and
named their new process CinemaScope. CinemaScope was shot with special lenses

44
based on Chrétien’s design, which squeezed the wide image onto the 35mm
negative. Fox eventually standardized the process with a 2.35: 1 aspect ratio. They
introduced CinemaScope to the public with the Biblical epic The Robe (1953), but
quickly demonstrated its effectiveness in other genres with the comedy How to
Marry a Millionaire and the adventure Beneath the 12-Mile Reef (both 1953).
Despite requiring only a single projector, the process had its drawbacks. The
anamorphic shooting lenses distorted images, especially in close-ups, forcing
filmmakers to work around these limitations. Theaters had to install special Miracle
Mirror screens to accommodate the wider image and to reflect as much light as
possible back to the audience. They also had to purchase special anamorphic
projection lenses in order to display the films without distortion. In addition, Fox
insisted that theaters install stereo magnetic sound heads on the projector to read
the magnetic sound tracks. Fox and other studios later gave in to the demand from
exhibitors and made CinemaScope prints with a standard optical track. CinemaScope
was available to other studios if they were willing to pay Fox a royalty, but most were
unwilling to do so. Instead, they concentrated on developing rival, proprietary
widescreen processes. Paramount introduced VistaVision— a taking process (the
process of exposing film in-camera) that ran 35mm film horizontally and yielded a
negative twice the standard width. VistaVision employed a standard widescreen ratio
of 1.85: 1 that could be achieved without anamorphic lenses. Other studios chose to
crop the standard-width 35mm image on the top and bottom to produce a wider
image without the use of anamorphic taking lenses (lenses used to focus the image,
which is then recorded onto film). During projection, theaters often masked the
unwanted portion of the 35mm frame. Aspect ratios varied depending on which
studio released the picture. Some studios employed various systems to produce an
anamorphically-squeezed 35mm print from a camera negative shot with non-
anamorphic spherical lenses. RKO named their version of the latter process
Superscope, while Technicolor ® introduced Technirama: a 35mm horizontal low-
distortion anamorphic taking system that produced 35mm standard release prints, as
well as 70mm anamorphic release prints for selected roadshow presentations.
Showman Mike Todd, who had helped develop Cinerama, backed a new 65mm
widescreen format called Todd-AO that used 70mm projection at a 2.20: 1 ratio and
a curved screen to reduce some of the graininess and distortion that plagued early
CinemaScope films. Todd launched the process with the film version of Oklahoma!
(1955), one of the biggest hits of its year, then produced Around the World in 80
Days (1956), which brought him a Best Picture Oscar ®. Only first-run theaters in
major markets could afford to equip their facilities with large wide screens, stereo
sound systems and dual 70/ 35mm projectors to exhibit both 35mm and 70mm

45
prints of the large-format releases. For smaller and second-run markets, 35mm
reduction prints of films that initially opened in 70mm were supplied. For theater
owners in the 1950s, it was a daunting prospect to purchase, install and learn to use
the projection equipment that would accommodate all of these new formats and
processes. Added to the complexity was the brief 3-D craze that used two
synchronized 35mm projectors to show both the left and right-eye prints. Eventually,
the cost of converting a theater to CinemaScope decreased as Fox changed the
original requirements and third-party equipment suppliers entered the market. One
of these was Panavision. Panavision was a newcomer in the early 1950s. It began by
manufacturing low-cost anamorphic projection lenses for various widescreen
processes. Branded as the Super Panatar, these prism attachments fit over theaters’
existing 35mm projector lenses. Their appeal was that the projectionist could adjust
the attachment to accommodate either the anamorphic squeezed prints or the non-
anamorphic spherical-lens images, all without changing the projector lens. The
company’s initial success came from this affordable alternative to purchasing the
more expensive CinemaScope lenses from Fox. Low-cost and effective marketing led
to Panavision becoming a major supplier of anamorphic projection lenses. Panavision
then broke into laboratory work by introducing Micro Panatar printing lenses and a
process that allowed widescreen and Academy aspect ratio prints to be struck from
the same negative. In the late 1950s, it began working with MGM to develop a new
widescreen filming process that would utilize its new APO Panatar taking lenses, use
a 65mm negative to create a 70mm print, and have a magnetic soundtrack. This
process, known as MGM Camera 65, would be the one used to film Ben-Hur. Sound
technology was also expanding to match the increasingly impressive widescreen
images. Walt Disney Productions had experimented with stereophonic sound for its
1940 Fantasia, which used three tracks on a separate reel that had to be kept in
synchronization with the primary film reel carrying the projected image. Cinerama
used a separate 35mm seven-track magnetic stereo reel with directional effects
interlocked with the projectors, a system pioneered by Cinerama’s president, Hazard
E. Reeves. Fox used the Reeves system for putting four magnetic stripes on a
CinemaScope print, which became standard for that format. Todd-AO incorporated
six magnetic stripes on its prints for a fuller sound, as did other 70mm systems,
including MGM for Camera 65.

46
 PORTRAIT OF A PROCESS: MGM CAMERA 65

When MGM began prepping for Ben-Hur in 1953, the studio wanted a cutting-edge
widescreen technology that would give the story the epic presentation it needed and
create an experience compelling enough to pull viewers away from their televisions
and back into theaters. Douglas Shearer, a sound pioneer then heading up research
and development at MGM, wrote to lens and film equipment company Panavision
and stated the specific needs: a camera technology without the limitations and
licensing fees of MGM’s then-current widescreen system— 20th Century-Fox’s
CinemaScope. The system that Panavision would present as a solution was destined
to become the MGM Camera 65.
CinemaScope was one of several systems that used the anamorphic process to
shoot and project a widescreen image. In anamorphic systems, a special camera lens
squeezes a wide image into a narrower frame on the negative, and a special
projector lens “unsqueezes” the image on the cinema house’s screen. In principle,
anamorphic technology had great potential, but CinemaScope suffered from quality
problems, including distortion, limited depth of field and visible grain when movies
shot on its 35mm negative were projected onto big screens. Close-ups had to be
avoided with CinemaScope because of an optical problem called “anamorphic
mumps,” which caused nearby subjects to appear horizontally stretched. The new
system Shearer requested from Panavision would provide undistorted close-ups. It
would also yield prints in a variety of formats compatible with the competing
widescreen projection systems of VistaVision, Cinerama and Todd-AO, in sizes from
16mm to 70mm— with no loss of quality and with supporting aspect ratios up to 3:
1. Panavision’s president, Robert Gottschalk, got to work and presented MGM with a
process that met Shearer’s requirements. To put its own stamp on the technology,
MGM dubbed it the MGM Camera 65. It generated a 65mm negative (as opposed to
CinemaScope’s 35mm negative) and a 70mm print projected in an aspect ratio of
2.76: 1, as well as prints in a full range of other formats. The larger negative could
use less anamorphic squeeze (1.25: 1 rather than CinemaScope’s 2: 1) to reduce
focus and distortion problems. Gottschalk and optical engineer Walter Wallin’s APO
Panatar lenses for the MGM Camera 65 process used prisms mounted in front of the
lens to impart the anamorphic squeeze, much as Panavision had for its successful
Panatar projection lenses. Gottschalk and Wallin eliminated anamorphic mumps by
incorporating a novel mechanism with two counter-rotating lens elements— called
astigmatizers— in place of CinemaScope’s single, fixed element. Gears synchronized

47
these elements with the lens’s focusing ring and kept the anamorphic squeeze
constant at all distances, making undistorted close-ups a viable option for
widescreen cinematography. The design was a success and led to Panavision’s first
Academy Award ® for technical achievement.
Panavision turned to Mitchell Camera Corp. to adapt some newer 65mm
cameras to the process, while MGM converted some older 65mm and 70mm
cameras also made by Mitchell. One advantage of using Mitchell cameras was their
pin-registration system that produced a steady and reliable movement. The
downside was that the old cameras were noisy. Panavision solved this problem by
encasing each camera in a special blimp to muffle the sound of the mechanism.
Despite being made of magnesium, the massive blimps added 300 extra pounds to
each camera. A blimped camera’s size and weight made it difficult to move, requiring
sturdy support and longer breaks between set-ups. Unblimped cameras could be
used for shots without sync sound, and their lighter weight helped when a camera
had to be in motion— as when mounted on a camera car for Ben-Hur’s chariot race.
Due to continued delays in Ben-Hur’s script development, MGM hoped to instead
debut the MGM Camera 65 process with Raintree County (1957), a Civil War epic the
studio hoped would be as successful as Gone with the Wind (1939) had been. At the
time, however, Around the World in 80 Days (1956)— which used Mike Todd’s
competing Todd-AO technology— had all the country’s widescreen theaters tied up
for over a year, so even though MGM shot Raintree County with the MGM Camera
65, they released it in 35mm. In spite of this setback, there was no question that Ben-
Hur would be released in 70mm— both to maximize the film’s projection quality and
to show off what the MGM Camera 65 could do. MGM and Panavision managed to
outfit seven cameras for 65mm photography. Six were shipped to Rome, while one
stayed on reserve in Los Angeles. Despite its improvements over CinemaScope, the
MGM Camera 65 was not without its creative challenges. Director William Wyler,
who by that point was famous for his long takes shot in deep focus, had problems
with the larger format’s narrow depth of field. Figures in the foreground had amazing
clarity, but the background was less sharp, requiring him to do two-shots in much
shallower sets than he might have preferred. He had to choose wider-angle lenses
than he would have used when shooting in 35mm, since even a moderately long lens
suitable for the 65mm format might focus no closer than 50 feet. Like many of
Hollywood’s veteran directors, Wyler had to overcome a perplexing challenge— how
to fill the width of an image that put large amounts of unused space around actors in
a close-up or a two-shot. Yet for epic spectacles such as the battle at sea and the
chariot race, he could not have hoped for a better format to capture the scale of
those scenes. Raintree County and Ben-Hur were the only films officially shot with

48
the MGM Camera 65, which would be the last widescreen system branded with the
MGM name. While the latter film was in production, Panavision was making further
refinements to its cameras and lens designs in order to create a lighter and more
refined version of the MGM Camera 65 process. In 1961, plagued with rising costs on
its remake of Mutiny on the Bounty (1962), MGM eliminated their camera
department and sold the process back to Panavision. The updated process would be
credited as Ultra Panavision 70 in the films Mutiny on the Bounty, It’s a Mad, Mad,
Mad, Mad World (1963) and The Greatest Story Ever Told (1965). The last Ultra
Panavision 70 film was Khartoum (1966). In all, ten feature films used the process. An
alternative widescreen process called Super Panavision 70, which employed standard
spherical lenses rather than anamorphic designs, was also developed. It was used to
film West Side Story (1961) and Lawrence of Arabia (1962), among others.

William Wyler Looks Through the Viewfinder of the MGM Camera 65

49
William Wyler Reclines by the Massive MGM Camera 65

50
A 230mm Panavision APO-Panatar 65 Anamorphic Lens, Delivered to MGM
for Ben-Hur in April 1958

51
Panavision Lenses Solved the Problem of Stretched Close-Ups Called
Anamorphic Mumps

52
Walter Wallin’s Patented Design for an Anamorphic Lens

53
Widescreen View of the Fertility Dance at Arrius’s Villa
A Roman epic lends itself to widescreen processes because the columns of its
architecture naturally break up the seemingly endless horizontal plane of action.

54
Full Frame: Ben-Hur and Messala in Their Chariots
Although director William Wyler was known for his long takes and deep-focus
framing, his intimate style wasn’t ideal for the MGM Camera 65’ s widescreen image.
Action sequences, however, such as the chariot race, were well-suited for the
widescreen process.

55
 I could hardly call myself an auteur— though I’m one of the few
American directors who can pronounce the word correctly.
William Wyler

WILLIAM WYLER: IN PURSUIT OF PERFECTION

William Wyler’s involvement with the story of Ben-Hur started with the 1925 silent
version— a film that would be almost as important to his career as the remake he
would helm in 1959. Wyler had been working at Universal Pictures for five years,
having started in the mailroom in New York. By 1925, he was directing two-reel
Westerns in Hollywood, but in the summer of 1925, the studio experienced a budget
crunch that resulted in layoffs of 300 employees, including Wyler. In need of a
paycheck, he signed on to be one of 60 assistants to director Fred Niblo during the
shooting of Ben-Hur’s chariot race. Wyler was dressed as an Arab and supervised one
of the many groups of extras watching the race. The filming of these scenes had
become a gala occasion in Hollywood— with several studios shutting down their
productions so that stars and executives could watch one of Hollywood’s top directors
at work. During the first day of filming, Niblo decided he needed to change something
about Wyler’s section and called to him, by name, through a giant megaphone. As
Wyler ran to Niblo for instruction, he noted that the executive who had fired him was
among the spectators. The next day, he got his job at Universal back.

56
Director William Wyler

That elliptical road back to directing was typical of Wyler’s early life, at least before
he became a bona fide filmmaker. He was born July 1, 1902 in the Alsace-Lorraine—
a region that Germany and France fought over constantly. His parents wrote his
name down in their town register as Willi, a suitable name in Europe. (Years later,
Universal executives would rename him William, claiming it would sound more
respectable in America, but the director always told his friends to call him Willy.) His
mother had a theatrical bent and often dressed him in costume for family
photographs. She also sent him for violin lessons and made him her constant
moviegoing companion, particularly after his older brother, Robert, left for school in
Switzerland. His mother’s favorite films were melodramas starring Danish actress
Asta Nielsen. On his own, Wyler developed a taste for action movies, particularly
Louis Feuillade’s action serial Fantômas (1913-14). After dropping out of school in
1919, Wyler tried a series of jobs in retail, starting in his father’s haberdashery, but
had little interest in that line of work. He could charm customers into buying almost
anything, but he had little patience with his bosses, who often responded to his
disrespect by firing him. Although his fighting spirit would later help him produce his
best work, in his youth it meant unemployment and poverty. Concerned for her son’s

57
future, his mother took him to meet her cousin, Universal Studios head Carl
Laemmle, during his annual European tour. Known for hiring his European relatives
(as Ogden Nash once quipped, “Uncle Carl Laemmle / has a very large faemmle.”), he
brought Wyler to the U.S. in 1920. New York City was endlessly fascinating to the
young Wyler. He continued watching movies and soon bought a camera to
photograph the local sights. When his new friend, future agent and producer Paul
Kohner, started Universal’s foreign press department, Wyler used his knowledge of
French and German to join him in the endeavor. Then, arguing that he wanted to
learn all aspects of the film business, Wyler convinced Laemmle to send him to
Hollywood, where he started out as what he called an “assistant errand boy” before
moving into the editing department. In 1923, his brother Robert joined him in
Hollywood, also under Laemmle’s sponsorship. The two would live together through
many of their bachelor years, and often collaborated, with Willy particularly valuing
his brother’s sense of story construction. The younger Wyler started directing in
1925 with the two-reel Western Crook Buster, the first of 21 short Westerns in the
studio’s Mustang series on which he learned his craft. By 1930, with Hell’s Heroes,
Universal’s first talking picture shot entirely on location, Wyler had broken through
from directing more minor films to the “A” movies that were to become his legacy.
The prestige of Wyler’s films gradually increased, as did his commitment to directing,
and he began working with such major stars as John Barrymore in Counselor at Law
(1933) and Margaret Sullavan— to whom he was married for two years— in The
Good Fairy (1934). That film ended his Universal contract, and he signed with
independent producer Samuel Goldwyn. Their often contentious relationship proved
beneficial to both of them. Goldwyn’s interest in competing with the big studios gave
Wyler a string of strong properties on which to work, including Dodsworth (1936),
Wuthering Heights (1939) and The Little Foxes (1941). In return, Wyler gave
Goldwyn’s films a polish sometimes referred to as “the Goldwyn touch”— a sense of
good taste and quality in every frame. World War II marked the start of Wyler’s
golden years. He won his first Oscar ® with Mrs. Miniver (1942), a box-office winner
he had made on a loan-out to MGM. During the war, he directed two acclaimed
documentaries for the U.S. Air Force, The Memphis Belle: The Story of a Flying
Fortress (1944) and Thunderbolt (1947). Unfortunately, he also sustained injuries
that cost him his hearing in one ear. After the war, Wyler finished his contract with
Goldwyn by directing The Best Years of Our Lives (1946), the first post-war film to
deal extensively with the problems faced by returning veterans. It brought Wyler his
second directing Oscar ® and became the top-grossing film of its decade. After
leaving Goldwyn, Wyler signed a series of short-term contracts at various studios. For
Paramount he directed The Heiress (1949), an adaptation of Henry James’s

58
Washington Square, and Roman Holiday (1953), his first film shot entirely in Rome.
His brother Robert associate produced these and five other films for him. By the time
Wyler came to helm Ben-Hur, he had developed a virtually invisible personal style:
The Wyler Touch. Committed to realism on every level of filmmaking, he worked
tirelessly with writers to create scripts that were both honest depictions of human
behavior and reflections of the worlds in which the characters lived. He was often
drawn to stories reflecting social issues, from anti-Semitism in Counsellor at Law
(1933), to poverty and slum life in Dead End (1937), to the conflict between greed
and social justice in The Little Foxes (1941). As a director of actors, he worked
painstakingly to find the perfect performance, often making actors do repeated takes
with very little direction. When he signed to direct Bette Davis in Warner Bros.’ s
Jezebel (1938), Humphrey Bogart, who had just appeared in Dead End, warned Davis
about this practice— which Davis soon experienced firsthand. It drove her mad at
first, but when she watched the rushes for one simple scene in a dress shop, she saw
her performance improve through each of the 28 takes. When Jack Warner wanted
to remove Wyler from the production because of his slowness, Davis fought to keep
him on, claiming that Wyler’s deliberation was essential to a performance she felt
would make her a top box-office star. Wyler rarely had the patience to discuss
motivation or other psychological matters with his cast, but he had an unfailing sense
of the perfect detail in movement or gesture to express what was going on beneath
the surface. When Margaret Lindsay, cast as Henry Fonda’s wife in Jezebel, wasn’t
projecting enough strength during the climactic scene— in which former flame Bette
Davis begs to accompany Fonda into quarantine after he’s contracted yellow fever—
Wyler shot the scene on a staircase with Lindsay positioned higher than Davis.
Visually, that gave her the power he didn’t feel the actress could project on her own.
At times, Wyler’s direction could seem downright brutal. After a day of filming on
Ben-Hur, he went to Charlton Heston’s dressing room and told him, “Chuck, I need
you to be better in this part.” He couldn’t tell him what to do, just that it needed to
be better. And then he left. Heston had to work it out on his own, without another
word from Wyler on the issue. Heston mulled over the encounter in his daily journal,
writing “Today was one of the toughest days I’ve ever had, professionally.” Although
he was heartened by his sense that Wyler “held out high hope and much promise,”
he concluded, “It ain’t gonna be fun, for awhile, though.” Heston didn’t even know
for sure that he had improved until weeks later. Wyler rarely complimented his
actors. He was too busy demanding retakes. One day, however, when he and Heston
were waiting for their cars after a day of shooting, Wyler off-handedly told the actor
he’d done good work that day. Heston was so shocked, he could barely respond. One
factor that distinguished Wyler’s filmmaking, particularly to early champions like

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French critic André Bazin, was his almost invisible camerawork. From early in his
career, Wyler sought to move the camera in ways that would not intrude on the
action. When he started working with cinematographer Gregg Toland on These
Three (1936), he was captivated by Toland’s use of deep focus, which allowed him to
present several planes of action with equal clarity. Wyler could keep cutting to a
minimum by giving elements in the fore-, middle- and background equal sharpness,
presenting an action and its various ramifications simultaneously. In his influential
1948 essay on Wyler, Bazin hailed this approach as “un style sans style” and “an act
of loyalty toward the audience, an attempt at dramatic honesty.” What appealed to
producer Sam Zimbalist when he offered Wyler the chance to direct Ben-Hur was the
director’s ability to create intimate scenes that captured the characters’ emotional
lives. Initially, Wyler didn’t understand Zimbalist’s reasoning and turned down the
project. It wasn’t until Zimbalist dared him, suggesting he was afraid to tackle such a
large project, that Wyler rethought his objections and took the job. Part of the
appeal was, indeed, the thought of making an epic on a grand scale— what everyone
in Hollywood would have considered a typical Cecil B. DeMille picture. Wyler had
never made a film like that before. But he also realized that Ben-Hur offered certain
opportunities for diving deeper into character than previous epics had; he would be
able to create what the publicists would call “the intimate epic.” Moreover, as a Jew,
Wyler was intrigued by the parallels between Judea under Roman occupation and
Israel in the 1950s— surrounded by often hostile Arab nations— and by the
friendships Ben-Hur develops with the story’s Arab characters, Balthasar and Sheik
Ilderim. Wyler always joked to his daughter that “it took a Jew to make a really good
movie about Christ.” To maintain authenticity and an evenhanded approach to the
film’s spirituality, he enlisted a trio of religious authorities representing the
Protestant, Catholic and Jewish faiths. Of particular value was Moshe Gottstein, a
professor of Judaic history at the University of Jerusalem, who vetted the script for
historical inaccuracies. Professor Gottstein’s research included work on the Dead Sea
Scrolls, believed to date from roughly the same time at which Ben-Hur takes place.
When Wyler needed a scroll for Ben-Hur to read, Gottstein copied a section of the
actual Dead Sea Scrolls. Maintaining “the Wyler touch” on a production the size of
Ben-Hur was a challenge. Script problems preoccupied the director throughout the
shoot, and he rarely took a Sunday off. While the actors and technicians were
resting, Wyler was working with playwrights Gore Vidal and Christopher Fry to get
the scenes just right. In addition, the new MGM Camera 65, with its shallow depth of
field, made Wyler’s usual deep-focus scenes impossible. The director also
complained about the widescreen image, which made close-ups and even two-shots
difficult to frame: “You either have a lot of empty space, or you have two people

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talking and a flock of others surrounding them who have nothing to do with the
scene.” But where the younger Wyler would probably have picked a fight about
being forced to fill the widescreen image and gotten himself fired, the mature
filmmaker instead rose to the challenge and developed a cinematic language for the
widescreen process. He enlisted his team to help him find solutions. Close-ups and
two-shots rarely looked sparse because of the richness of background detail
developed by the art directors and set decorators. The visual design enhanced the
moods of the scenes, for example, when Ben-Hur and Messala have their reunion in
a weapons room, where spears hanging on the walls behind them create the
impression that the two are stuck in a cage together. The screen’s width also
supported Wyler’s storytelling by amplifying the emotional impact of the actors’
proximity or distance. When Ben-Hur and Messala argue, Wyler’s careful staging of
their moves toward and away from each other underlines the conflict. The director
managed to maintain the effectiveness of deep compositions primarily by having
people enter or exit in the background, which created a strong interplay with the
foreground characters. When Ben-Hur first meets with Messala, he enters in the
background at the end of the long weapons room, with the foregrounded Messala’s
reaction capturing the emotion of the moment. That composition is mirrored when
Ben-Hur comes to visit the dying Messala, this time with Ben-Hur backlit to obscure
the slight loss of focus in the background. Despite the production’s massive size and
budget, Wyler stuck to his practice of doing multiple takes until he got the
performances just right. Sometimes he adjusted nuances between each take. Other
times he just repeated scenes without direction to see what the actors would
develop on their own. In those situations, most actors knew it was useless to ask for
specific instruction. But when Heston became frustrated with doing repeated takes
of his return to the Ben-Hur family home after years in slavery, he finally asked for
some guidance as to what was missing from his performance. Wyler mentioned that
in the first take, ruined by a bad camera move, Heston had kicked a piece of pottery.
He had been waiting for it to happen again, not realizing Heston had deliberately
abandoned the gesture when he kept having to repeat the scene. Heston
characterized the challenge of working with Wyler in his journal: “The problem grows
clearer... it’s simply to play with enough conviction and belief in the early takes
before he fences me in with so many physical cues to that conviction that I CAN no
longer play with utter conviction.” Even in the midst of all that hard work, Wyler
found opportunities to exercise his considerable charm. The first day of work on the
chariot race, Wyler addressed the 6,000 extras playing spectators at the Circus. He
told them he had been an assistant on the 1925 Ben-Hur. Then, pointing out all of
the assistants working that day, he asked, “Which one of these guys is going to direct

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the next Ben-Hur?” Even after the triumph of Ben-Hur, Wyler continued breaking
new ground while fighting to find the best way to tell stories on screen. After
shattering the Production Code’s ban on homosexuality with his screen adaptation of
The Children’s Hour (1962)— a more faithful adaptation of Lillian Hellman’s play than
the 1936 These Three— he took on his first musical, doing pre-production work on
The Sound of Music (1965). Although he left that film for the psychological thriller
The Collector (1965), he did ultimately make a musical with Funny Girl (1968), which
marked Barbra Streisand’s big-screen debut. His last film was the racially charged
drama The Liberation of L.B. Jones (1970). During pre-production work on 40 Carats
(1973), after his brother Robert’s sudden death, he decided to retire. The shock of
losing one of his best friends made him realize he had won all he needed from the
film industry, and it was time to enjoy the fruits of his labors. He passed away in 1981
from a heart attack following treatment for lung cancer. Wyler left a legacy of 46
feature films, 21 shorts and one television drama. Sadly, after the popular success of
Ben-Hur, Wyler’s reputation began to decline among an influential group of French
film critics, the auteurists, who began to dismiss Wyler’s work on the basis of Ben-
Hur. Although their mentor, André Bazin, had previously championed Wyler’s films,
the 1959 production’s size and commercial success branded Wyler a sellout in their
eyes. Because a central tenet of auteur theory is that a director should be judged on
his entire body of work, which is seen as an expression of his personality, the
auteurists not only lambasted Ben-Hur, but also reevaluated all of Wyler’s previous
films in the same negative light. Having learned to pick his battles, Wyler took their
dismissal in stride. He once said, “I could hardly call myself an auteur— although I’m
one of the few American directors who can pronounce the word correctly.”

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