Megalopolis

Directed and written by Francis Ford Coppola ◆ Produced by American Zoetrope, Caesar Film. ◆ Distributed by Lionsgate Films

“Don’t let the now destroy the forever,” is just one witless meditation uttered by Cesar Catilina, the frustrated, misunderstood, and thoroughly annoying protagonist of Megalopolis, legendary director Francis Ford Coppola’s passion project. 

First conceived 47 years ago, the 85-year-old director lavished $120 million on Megalopolis, which studios turned down in 1989 following a series of box office flops by the famed Godfather director. They turned it down again in 2001, in the wake of the Sept. 11 attacks, likely because the plot features a scene showing mass destruction in a futuristic New York City caused by an object crashing down from the skies.

Producing Megalopolis required a disillusioned Coppola to spend his own money—in part funded by proceeds from the sale of some of his lucrative California vineyards—in the hope that a studio would purchase and distribute the final product. As aficionados of The Godfather (1972) will be aware from stories often repeated in print (and recently captured in the embellished Paramount+ streamed series The Offer about the making of the famous film), a much younger Coppola worked on The Godfather in near-constant fear of being fired. He produced the first in the revered three-part mafia series while coaching a largely inexperienced cast alongside Marlon Brando, a star whose fortunes had faded. The result was one of the best movies ever made.

Alas, the same cannot be said for Megalopolis, over which the director—now a legend—had total control, a starry cast augmented by promising newcomers, and no lack of personal enthusiasm. Nevertheless, production was a challenge. Coppola reportedly encouraged actors to improvise dialogue, meddled with the script, and rewrote scenes while filming. Personally bearing the massive production costs led the director to attempt to downsize various departments as work progressed. When he reduced the seven-person art department by one during filming, the rest of the team resigned. Variety published sexual harassment allegations leveled by extras, which named Coppola and provoked the director to sue the trade publication for libel.

The film’s May 2024 premiere at the Cannes Film Festival was received with too little enthusiasm to ensure late-hour backing, so Coppola also had to pay the distribution costs. The roll-out campaign by Lionsgate featured some impressive trailers, but the critical praise quoted in one of them turned out to be material purportedly taken from reviews of earlier Coppola films. An embarrassing withdrawal and apology followed in the weeks leading up to the film’s cinematic release.

The overblown mess that resulted recalled the infamous disaster of Joseph L. Mankiewicz’s overindulgent Cleopatra (1963), which cost nearly four times as much as Megalopolis in 2023 dollars but at least turned some profit. Coppola was far less fortunate, with just $13.7 million in receipts between the film’s late September release and mid-November, by which time it had largely vanished from cinemas. Megalopolis is thus almost certainly the first film in history to suffer a nine-figure loss.

One might have imagined audiences turning out just for curiosity, but only Coppola’s most die-hard and understanding fans could follow this meandering bramble of art, politics, and philosophy, which unfurls over 251 minutes of screen time. Even then, very few American filmgoers, even those with advanced training in history or classics, could decipher the film’s premise, which is a retelling of the Catilinarian Conspiracy, a minor episode in the first century B.C. history of the Roman Republic that was bracketed by the much more important civil wars in which Sulla and Julius Caesar, respectively, attempted to destroy Roman democracy in favor of a military dictatorship.

Catiline’s attempted coup of 63-62 B.C. helped hasten the decline of the Roman Republic but was almost petty in comparison with the civil wars. Repeatedly denied consulship of the Republic in elections, the spurned politician organized a conspiracy to seize power from the legitimately elected consuls, the famous orator Cicero and less well-known Gaius Antonius Hybrida. Cicero uncovered the plot, forcing Catiline to flee Rome to Etruria, where a rebel army awaited his leadership. In the subsequent Battle of Pistoria, Catiline was killed among his routed forces. Conspirators left behind in Rome were hunted down and executed without trial. The Republic limped on until Caesar’s show of strength less than two decades later before plunging into a civil war that ended in its transformation into an empire.

Coppola’s film is replete with Roman references—the futuristic New York is, in fact, called “New Rome.” Its leadership is in the hands of elite “patrician” families who pretend to austere virtue but privately indulge in outsized passions and immense greed. They strut about in toga-like costumes. The general population suffers from poverty and want. The Catiline figure—here named Cesar Catilina and played by Adam Driver—is not a politician rivaling the city’s mayor, one Franklyn Cicero (Giancarlo Esposito), but a brilliant architect, whose vision of the future is perpetually frustrated by the vulgarities of a corrupt and hypocritical political system.

Does Coppola see himself in Cesar Catilina? He seems to have poured a lifetime of frustration into the character, who is portrayed as having won the Nobel Prize for discovering a new building substance called Megalon, and has an unexplained personal superpower that allows him to stop time for everyone else while he continues to act freely. Cesar plans to use his genius to transform the city into a vast utopia of human harmony while the revolting Cicero wants to build a casino and tax the proceeds. Art, Catilina believes, can inspire humanity to build a better world. Cicero cynically believes in his own power. 

In a plot diversion closer to Renaissance Italy than Roman antiquity, Cicero’s daughter Julia (Nathalie Emmanuel) falls in love with the young idealist, who thereby loses his eminently named love interest, the avaricious television host Wow Platinum (Aubrey Plaza), to his uncle (Jon Voight), the richest man in the world. A jealous cousin, Clodio Pulcher (Shia LaBeouf), tries to rub them out, but they survive, learning that Julia also has Cesar’s ability to stop the march of time.

As betrayals mount with lightning speed, an accident from above devastates the city and allows Cesar Catilina a chance to rebuild it. Confronted by his cousin Clodio’s transformation into a populist demagogue, and having conceived a child with Julia, Cesar eventually finds common cause with Cicero to usher in a new era, in which he modifies the American Pledge of Allegiance into this cringeworthy new formulation: “I pledge allegiance to our human family, and to all the species that we protect. One Earth, indivisible, with long life, education, and justice for all.”

If Coppola hoped his film would be read as a parable of ambition, he may well have beclowned himself. It is hard to think of any creative artist since Richard Wagner who had a more pronounced sense of self-regard and greater convictions about his own genius. But where Wagner’s operas succeeded in revealing greater truths about humanity and its collective psyche, Coppola’s film—likely his swan song—seems infelicitously fixated on a narcissistic vision of himself.

The protagonist, played by the swarthy and moody Adam Driver (most familiar as Kylo Ren in the execrable Star Wars sequels), knows it all and not only holds the fate of humanity in his hands but also has literal superpowers to force the march of civilization in the direction he prefers. Unlike traditional myths, in which heroes overcome adversaries en route to overcoming their own faults, Cesar Catilina merely convinces his opponent that he was right all along, getting Cicero to embrace his vision despite his long history of hatred and betrayal. Having succeeded without learning anything, Cesar comes off as insufferably smug.

Is Coppola positing a younger and idealized version of himself, at war with the studio executives who tortured him throughout his long career? If so, one might uncharitably point out that they never did embrace his vision, even if they were forced to recognize the success of some of his films. One might well ask why, if his achievement of iconic status decades ago beat them and will outlive them for centuries to come, he dedicated his last film and a significant part of his fortune to showing them up. Getting over it—privately—might have been a healthier and artistically more satisfying reaction.

Apart from Driver, who cannot salvage a miserable role, some of the acting is soothing to observe. Esposito is the perfect villain as Cicero, fresh from his drug lord role in Breaking Bad and as an imperial warlord in the Star Wars spinoff The Mandalorian. His best lines resonate with malevolence so well that one could wonder about the sincerity of his reconciliation with Cesar in the end. LaBeouf is a suitably nasty Clodio. Voigt, who is Coppola’s age, adds personality to Cesar’s rich uncle and romantic rival. Emmanuel was a bit spacey as Julia, but Plaza is played vivaciously as Cesar’s first love interest, Wow Platinum. Chloe Fineman would have done better to stay on Saturday Night Live, but small roles for Dustin Hoffman, Balthazar Getty, Laurence Fishburne (also the film’s narrator), and Coppola’s inevitable but talented sister Talia Shire were luxuriant casting choices (Coppola also cast his nephew Jason Schwartzman and granddaughter Romy Mars in small roles). 

But in the end, all these actors deserved a better film, and so did we.