Staring Sophia Loren, Alec Guinness, Christopher Plummer, and Stephen Boyd. This lumbering, overlong epic contains only a few shreds of historical accuracy, along with some appallingly bad acting and a musical score that is notorious for being both inappropriate and intrusive. Why then is it so enjoyable?

When I saw this first-run, at the age of ten, I couldn't have imagined a more enthralling movie. My childhood memories have stayed with me and to some extent influence my response to the film today. But there's more than that.

Christopher Plummer is brilliant as the young Emperor Commodus, whose reign begins Edward Gibbon's mammoth history, THE DECLINE AND FALL OF THE ROMAN EMPIRE. As in the later GLADIATOR, Commodus is the dissolute son of the wise Marcus Aurelius. In real life, the great Marcus was blind to his son's defects and broke with precedent by allowing Commodus to become his successor. For more than a century, the Empire had prospered because the Emperors picked the most qualified men as their heirs, and ignored heredity. Marcus Aurelius inexplicably chose to go back to a hereditary monarchy, with disastrous results.

Plummer's depiction of Commodus is nothing short of remarkable. He shares several scenes with Stephen Boyd, who gives possibly the most wooden, lifeless, oxlike performance in film history, as the fictional Livius. Boyd's lines fall out of his mouth like bars of lead dropping off a shelf. Even so, Plummer brings the screen alive.

Sophia Loren, forced to endure several badly written love scenes with the hapless Boyd, is wasted here; these romantic scenes impressed me when I was ten, but not any more. Loren is a brilliant actress, but she is given little to do here but look mouth-wateringly good. Having to act opposite Boyd must have been a challenge.

Alec Guiness does what he can with the role of Marcus, which here is underwritten (he spends most of his on-screen time either philosphizing or dying). James Mason does typically solid work as one of Marcus's advisers, and Anthony Quayle uses his few scenes to good advantage.

The real stars of the show, however, are the sets. Two massive sets, one of Marcus's fortress on the German border, the other an astonishingly detailed recreation of the Roman forum, including several elaborate interiors, bring the spectacle to the forefront. The first half of the film takes place on the frontier, and although there are some deathly slow sequences, the pace is helped by the brooding atmospherics of the production design, along with a battle scene and a chariot race (Boyd has the white horses this time around).

Things pick up in the second half as the action moves to Rome. The set alone is worth the price of admission, but the story moves along at a nice clip. None of the events are historical, but it's all entertaining, and it does manage to capture the feel of an Empire on the edge of collapse. (The Empire actually lasted for more than 200 years after the time of Commodus, and continued in the East until 1453. But let's not get too technical. If you want a history lesson, read a book.)

It's worth sitting through, if you can stomach Boyd. He looks for all the world like a slow-witted reptile who has just been shot between the eyes and is already dead, but is simply too stupid to have realized it yet. It's astonishing how bad he is, especially if you've seen him in BEN HUR or ABANDON SHIP. Perhaps he just wasn't cut out to be an action hero.

Modern audiences will likely prefer Ridley Scott's GLADIATOR, which is more briskly paced and has a more coherent plot. But for me, the edge goes to the vivid reality of the old-fashioned spectacle, because what you're seeing really exists, and so far no computer-generated imagery can live up to reality.