July 2000--Production designer Arthur Max recognized from the outset that the chance to recreate second-century Rome for Ridley Scott's Gladiator was a "once-in-a-lifetime opportunity." But it was also clear that the director wanted everything, perhaps including the swords and the sandals, to be outsized. "About two years ago, I got a call from Ridley, who said, 'I've got a project; it's big and it's quick,' " Max recalls. "The next thing I knew, I was on a plane to Rome with him, to look at the Colosseum. Standing in the Colosseum with Ridley, I asked, 'What do you think?' And he said, 'It's too small.' I thought, I'm really in trouble here."

The designer adjusted, but Scott's thirst for scale could barely be quenched. "That was the theme of the whole project for me," says Max. "We built some enormous sets, and Ridley would say, 'Your sets are big, but they're not big enough.' " And that's where computer-generated carpentry entered the mix. "The concept was to build as big as we possibly could, and extend that with computers. So my team was designing not only for the physical world, but for the virtual world as well." The result, as any of the millions who have seen the DreamWorks production since its May release can attest, is fairly breathtaking: a sparkling new Colosseum with CG pigeons soaring across its face stands as the showpiece of a city that stretches to the horizon, divided neatly in two by the Tiber. The weightless shimmer characteristic of digital imagery may cling to the vistas, but the movie's style is chimerical enough to accommodate that.

"Ridley had a vision of Rome that was original to him," says Max, who previously designed GI Jane, as well as many commercials, for the director. "It isn't Rome as we know it from scholarship and academic studies; it's much more grand, much more romantic, a Rome of the imagination." Max, who holds a degree in theatre design from New York University, a bachelor's in architecture from Polytechnic of Central London, and a masters in architectural design from the Royal College of Art, started with the historical sources, and expanded. "As part of my architectural education I had lived in Rome for about four years, and studied Greek and Roman architecture," he says. "When I got this project, I went to Pompeii and Herculaneum, the preserved Roman towns, and looked at their museums and archives. I also went to the Museum of Roman Civilization outside Rome, which has an enormous model of the city. Plus, of course, the British Museum has a very fine collection."

Inevitably, though, "there is a lot of information nobody knows; it's mostly gotten from written words, from people like Herodotus." To fill in the blanks, Scott and Max were inspired by works like the 19th-century French painter Jean-Léon GérÙme's Thumbs Down, a detailed canvas depicting bloody gladiatorial goings-on in the Colosseum. Another artist who contributed ideas, both to Max and to costume designer Janty Yates, was Sir Lawrence Alma-Tadema, an English painter of the late 18th and early 19th century whose obsession with all things Roman extended to the accessories in his living quarters. "His paintings are very, very vivid reconstructions of what it was like to live in the palace, and of the street life--going shopping in downtown Rome in the second century."

Overall, says Max, "We weren't trying to do the Rome of, say, Virgil and Pliny; we were trying to do the Rome of Byron and Keats and Shelley." And, inevitably, the Rome of all the colossal Hollywood productions that precede Gladiator by 40 years or more, from Quo Vadis to The Fall of the Roman Empire. "We wanted to build on all the movies that have come before us," says the designer. "Most people, that's what they know of Rome, they don't know what's down in the basement of the British Museum or the archives of Pompeii. If you're doing an epic film, you can't turn up with something academically correct and disappoint people." Outright cliches were to be avoided: there were to be no scenes, for example, of anyone "lying on couches eating grapes." Scott's style is far too dynamic for that. Gladiator also calls on cinematic sources that may be unexpected: a sequence of the newly anointed emperor Commodus entering Rome backed by legions of troops in perfect formation unmistakably echoes Triumph of the Will. Says Max, "We copied Napoleon copying the Romans, and we copied the German fascists copying the Romans." If it was big, it was grist for the mill.

Yet the visual splendor of the Roman capital isn't even revealed until about 45 minutes into Gladiator. The film opens in the gloomy forests of "Germania," as the valiant Roman general Maximus (Russell Crowe) and his army face down the barbarian hordes. As with all of the movie's locations, the demands of shooting this large-scale, fiery battle were not easily met; Max spent a considerable portion of his preproduction period scouting the perfect spot. In this case, that turned out to be a commercial pine forest near Farnham, England. "This forest was about four years old, and that's the age they harvest the trees and sell them off to paper mills and lumberyards," says the designer. "They had already started, so when we saw that there was this big hole in the forest at the bottom of a hill, that's where we put our battle scene. We bought out the rest of the woods."

Though visual effects enhanced the second-century weaponry, the production still launched 16,000 flaming arrows, plus numerous catapults, spears, and "big terra-cotta bombs--our Roman molotov cocktails." Though the resulting forest fire was also digitally embellished, "the explosions in the background were to a large degree real; special effects did propane gas plumbing in the forest." In other words, the paper mills' and lumberyards' loss is DreamWorks Pictures' gain.

The site was ideal in a number of ways for Max and his English crew, led by supervising art director David Allday. "To accommodate all the horse activity in the woods, we had to pull up the roots of the trees that had been cut down, because they were obstructions," he says. "So we used the roots to dress the landscape. And whatever timber we cut down, we used to build fortifications, as the Romans would have done." There were also logistical advantages to the location. "On the hill overlooking the site, there was a very large flat area that had been cleared the previous year, and that's where we built our Roman camp. We built the emperor's compound plus two dozen tents, and effects extended that to make it look like hundreds of tents, enough for a large army. On the battlefield, you couldn't look up and see the tents because of the topography. What looks like a journey of 10km from the camp to the battlefield was really only about 100 yards."

The movie's next location was Ouarzazate, Morocco, where scenes of an enslaved Maximus learning the Gladiatorial ropes from Proximo (the late Oliver Reed) were shot. "We went to locations that gave us something to start with, to help us financially," says Max, whose $17 million budget looked smaller every day. "This town is at least 500 years old, and we used it as a backdrop to our small amphitheatre, the provincial gladiator ring." The location art department--there were four on Gladiator--was led by Benjamin Fernandez, and comprised about a dozen Spanish crew members and 50 Moroccans. "They made something like 40,000 mud bricks, although we used steel for the arena superstructure because there's very little wood in Morocco," says the designer. "Then we used wooden veneers on the steel beams. The style of it was based on a Roman town in northern Morocco; it was a provincial style that was different from the cosmopolitan Roman architecture. Near this town was another village with a ruin that we resurrected to create Proximo's gladiator school. We tacked on and blended in--that was our strategy in Morocco."

The bulk of Gladiator was shot on the Mediterranean island of Malta, where Rome was built not in a day but in about 20 weeks. "We were originally looking at Malta because of the outdoor horizon tank at their film studio," says Max. "Ridley was familiar with some of the locations there, one of which was an 18th-century Napoleonic fortress, Fort Ricasoli. Because of the position of this abandoned fort, the wind and the salt air had eroded and corroded the stone, which gave it a wonderful ancient look. The style was neoclassical, and we thought it would work--it gave us a great start. The enormous battlement walls were used to create our Roman street sets, and in the middle of this, there was a parade ground where the troops used to assemble. That's where we built our Colosseum."

There was a lot of physical work to be done on the part of supervising art director John King's crew, and the 300 or so construction workers. "The ground had to be leveled, and there was all kinds of engineering to be done to get it ready," says Max. "But it offered us space, and it was enclosed by these ancient-looking stone walls, with arches and some buildings we eventually did interiors in. We created a kind of Rome backlot."

But before that, a systematic shooting plan had to be worked out and coordinated with visual effects supervisor John Nelson and Mill Film, Ltd., the film's postproduction facility. "We built a gigantic model of the sets and existing buildings at Shepperton, and shipped it in huge crates to Malta," says Max. "It was like a giant chess set. Ridley and I would sit together over this and over a map of the site, and he would block out how the action would flow."

Another step in the process was storyboarding and computer previsualization, "to make sure before we started building that we would have enough set to cover the shots," says the designer. "Ridley likes to shoot long-lens, he's not a wide-angle guy. We plotted drawings into the computers, and then with various lens angles checked to see where we would need to do CG, and where we wouldn't. It was a balancing act between how much you spend on CG and how much you spend on making the set bigger. Of course, there was no way on earth you could afford to build it all. But how much building do you need to cover the live-action sequences? And the timing was such that we couldn't shoot the live-action stuff first and then see what we needed to do for the computer--their postproduction schedule wouldn't allow us that luxury. We had to commit ourselves from the beginning, because they were building 3D computer models of the sets we were building in full-size reality."

Max's crew ended up building a 52'–high portion of the three-tiered Colosseum's first tier, including seating, plus two entry gates, the emperor's box, and a dignitary's box. In addition, the elaborate bowels of the structure, which include a system of elevators to lift gladiators, tigers, and other combatants into the arena, were constructed. Other physical sets on location in Malta were the interior and exterior of the imperial palace, where the corrupt Commodus (Joaquin Phoenix) and his incestuously adored sister Lucilla (Connie Nielsen) live in decadent luxury; the Roman senate antechamber, along with the grounds of the Forum; the residence of Senator Gracchus (Derek Jacobi); and the city marketplace.

The computer artists contributed much of the rest, including roofs and extended stories of the physical buildings. The most important job was adding the upper tiers, velarium, or canopy, and additional circumference of the Colosseum. "The beauty of the Colosseum is it's a symmetrical structure, and once you establish the base, you can repeat it," says Max. "They had to do a bit of bending to accommodate the perspective, but once they had our set, they took some time doing plates. They sampled the live set for texture and color and light, and just extended it, filling in the finishes and people." That was another big job for CG: the capacity of the stands in the physically reconstructed Colosseum was about 3,000 bloodthirsty spectators, a number Mill Film had to multiply by more than 10.

A few shots, like the celebrated overhead "Super Bowl" shot of the Colosseum, are almost entirely computer-generated. But for the most part, says Max, "Effects was in bed with us, and we were in bed with them." All of the breathlessly edited battles in the arena, for example, were blocked out on storyboards and shared with art and effects departments. "They're all covered in live action, and it's only when you look up and see some of the wide angles and 360° pans that you get into CG," says the designer. "With computer visualization of the little gladiator men models, and punching in various viewpoints and lens angles, you could figure out how to shoot. And because they were working on scenes we had previously shot while we were shooting new ones, Ridley could see very quickly where he was going; he didn't have to wait months and months. Mill has facilities in both LA and London, so it was 24 hours. With email, the previous day's 3D modeling could be seen by Ridley the next morning. There was time to finesse the final version."

The last big Roman epic, 1964's Fall of the Roman Empire, which had some of the same characters as Gladiator, was impressive in its own right, says Max. "They were constrained by the fact that they didn't have computer technology, and just had to build as much as they could." But the designer adds, "We used a lot of the old tricks, too. Behind the main entry of the Colosseum was a giant scenic backing, which we would put up and take down, because when we were shooting street scenes we didn't want to see a big forced-perspective painting. But when we were in the Colosseum, we wanted the illusion of depth. So we had Brian Bishop, a great scenic artist of the old school, do a vanishing point and other tricks of painted backings. We also did some cutouts of rooftops, put up on scaffolding like billboards in perspective. That gives you the same thing computer graphics gives you, but for less money. In certain cases, where it's deep in the background, you can get away with it. Some of those tricks are as good as they ever were. It was a very balanced art department--we had a lot of young computer-buff guys, and we had some old hands."

Production on Gladiator wrapped after a brief shooting period in northern Italy, which stood in for Maximus' Spanish home. (Here the crew was supervised by art director Franco Fumagalli.) Max, whose first feature design credit was David Fincher's Seven, and whose eclectic background includes concert lighting and stage design for Pink Floyd, and the conversion of London's St. John's Church into a concert hall, says of his latest project, "I just feel lucky to have gotten involved--it was an unforgettable experience on every level." Earlier, he had spent many months prepping the production I Am Legend for Scott, a film which didn't pan out. "It's part of the business," says Max. "You work on research and development, and sometimes the ideas don't fly. And I'm glad this one didn't, because we got to do Gladiator instead."

Photo credit: ™ & © 2000 Dreamworks L.L.C. and Universal Studios.