This Is What “Show, Don’t Tell” Really Means – the Big Battle in Spartacus

Written by Bill Mesce

There is, in my view, no more misused, misapplied, and misunderstood “rule” of screenwriting than, “Show, Don’t Tell.”

I grant that, superficially, it makes an obvious sort of sense. Movies, I’ve often been lectured when it’s thought my characters are dialoguing a bit too much, are a visual medium, therefore a film should be as visual as possible.

That’s simplistic bull.

Movies, I would argue, are a storytelling medium. Visuals are just one tool for that storytelling, and, depending on the story, maybe not even the most important one.

Don’t think so?

From The Maltese Falcon (1941) to 12 Angry Men (1957) to Oscar-winner All the President’s Men (1976) to Oscar-nominated A Few Good Men (1992) to Margin Call (2011, Oscar-nominated screenplay) to The Big Short (2015, another Oscar-nominated screenplay) and Oscar-winner Spotlight (2015), “telling” has proven, time and again, to be a damned powerful option for relating certain kinds of screen stories.

I’ll go a step further. I’d also argue that a lot of those who lecture gabby screenwriters to do less telling and more showing don’t even really understand the “showing” part. That came home to me a few days ago while catching Stanley Kubrick’s 1960 Roman era epic, Spartacus, on TV. I’m speaking particularly about the climactic battle featuring – as the old movie posters used to say – a cast of thousands…literally.

Big, Bigger, Bigger Still

There has always been a place in Hollywood’s spectrum of offerings for big-budget extravaganzas, going back to the days of D.W. Griffith and what might be the American movie industry’s first, true epics: The Birth of a Nation (1915), and Griffith’s follow-up, Intolerance: Love’s Struggle Through the Ages (1916). But in the post-WW II era, Hollywood grabbed at the epic the way a drowning man frantically grasps at a lifeline, for Hollywood at the time was, indeed, drowning in a sea of red ink.

Weekly movie house attendance had hit an all-time high during the war of 84 million in 1944, but then slid to 82 million as the war wound down in 1945. Attendance held at 82 million in 1946, but then began to tumble. By 1950, weekly attendance had already dropped by more than a third from its 1944 peak, down to 55 million, then 30 million by 1960 even though the U.S. population had grown by 45% since the end of the war (the slide wouldn’t bottom out until 1971 at 16 million).

There were a number of factors impacting movie attendance such as changing tastes and shifting movie-going demographics, but, in Hollywood’s eyes, the most visible villain was television. People no longer had to trek down to the neighborhood movie house and pay rising ticket prices to give their eyes something to watch. Instead, families could slouch back in the comfort of their own living room sofas, peel back the foil cover on TV dinners, and enjoy hours of free visual entertainment over not-so-tasty trays of meat loaf and tater tots. From 1948 – the beginning of regular network programming – to 1950, TV ownership exploded from a paltry 350,000 households to four million. By 1960, the percentage of American homes with TV was closing in on 90%.

One of the ways Hollywood tried to reclaim its hold on the American audience was with technology, the strategy being to do what TV couldn’t. Some of these gimmicks smacked of desperation, like 3-D and Smell-O-Vision (seriously!). Others would eventually become Hollywood standards: more color releases (TV at that time could only broadcast in black and white), stereophonic sound, and most spectacularly, making the big screen bigger. From the 1950s into the 1960s, the studios tried to outsize the little living room screen by introducing a number of widescreen processes including Cinemascope, VistaVision, Panavision, Super Panavision 70, Ultra Panavision 70, and – biggest of them all — Cinerama.

To fill those bigger screens, Hollywood made bigger movies. I mean physically bigger.

Epics – sprawling, big-budget, all-star, extra-long sagas – began appearing in showcase theaters on a more frequent basis and representing almost every genre. There were epic war stories (The Bridge on the River Kwai [1957]; The Longest Day [1962]; Tora! Tora! Tora! [1970]), epic Westerns (How the West Was Won [1962]; Cimarron [1960]), epic adventures (Around the World in 80 Days [1956]; Lawrence of Arabia [1962]), period spectacles (Dr. Zhivago [1965]; Nicholas and Alexandra [1971]), and even epic comedies (It’s a Mad, Mad, Mad, Mad World [1963]; Those Magnificent Men in Their Flying Machines or How I Flew from London to Paris in 25 Hours 11 Minutes [1965]; The Great Race [1965]). But perhaps no genre better represented the postwar Hollywood epic than extravagantly-produced tales set in ancient times.

The postwar cycle of what came to be dubbed “sword and sandal” adventures kicked off with the success of Cecil B. DeMille’s Samson and Delilah (1949), after which came a 17-year parade of larger-than-life spectacles set in Biblical and pre-Biblical times, each subsequent effort attempting to be bigger and grander than the one before; movies such as Quo Vadis? (1951), The Robe (1953), Land of the Pharoahs (1955), and DeMille’s Samson… follow-up, The Ten Commandments (1956). The cycle reached a qualitative and commercial zenith with William Wyler’s 1959 release Ben-Hur, which, until James Cameron’s Titanic thirty-eight years later, held the record for most Oscar wins for a single film (eleven), and was the top-earning film 1951-1960. But within a few years, the genre was collapsing in on itself with a series of incredibly expensive flops, the most infamous of them being Cleopatra (1963; cost in today’s dollars, about $350 million), which almost sank 20th Century Fox. Coming not long after Ben-Hur, Spartacus hit the wide screen at the peak of sword and sandal popularity.

“I Am Spartacus!”

Kirk Douglas had wanted the lead in Ben-Hur, the part which ultimately won Charlton Heston an Oscar. Looking for another similar spectacle, Douglas optioned Howard Fast’s novel, Spartacus, a fictionalized version of a real slave rebellion during the pre-Christian days of the Roman Empire. After unsatisfactory work from Fast trying to adapt his own novel, Douglas hired Dalton Trumbo, one of the “Hollywood Ten” who had been jailed in 1950 for refusing to cooperate with the House Un-American Activities Committee’s anti-communist hearings, and who’d been blacklisted ever since (Douglas’ decision to give Trumbo screen credit for Spartacus is credited – usually by Douglas — with finally breaking the Hollywood blacklist although director Otto Preminger had already decided to give Trumbo credit for his work on Exodus [1960]; Spartacus beat Exodus into release so Douglas gets to take the bows).

Douglas, acting as executive producer as well as star, and who was producing the film for Universal through his Bryna Productions, hired director Anthony Mann as a condition by the studio. But, just a few weeks into shooting, unhappy with Mann’s work, and with Universal in agreement, Douglas let Mann go, and replaced him with Stanley Kubrick.

Kubrick and Douglas had worked together previously on the World War I piece, Paths of Glory (1957). Although the film hadn’t been a particularly impressive box office performer, it was and still is considered one of the most potent anti-war films ever made.

This time around, however, Kubrick and Douglas wrangled throughout the production. All of Kubrick’s earlier films had been small, independently-produced projects which left him with total creative control. Even Paths of Glory, which, thanks to Douglas, had found a home at United Artists, was a piece Kubrick had been developing on his own. But Spartacus belonged to Douglas; it was his passion project, and Kubrick chafed under the restrictions of being a gun-for-hire director.

Kubrick and Douglas were not the only two having at each other over the six-month shoot. The project was rife with hearty egos besides those of its director and producer/star. The acting heavyweights in the cast (which included a battleship row of prestige talent including Laurence Olivier, Charles Laughton, and Peter Ustinov) were constantly jockeying to improve their respective parts and even rewriting sections of the screenplay, and, besides, Olivier and Laughton had never liked each other; Howard Fast hated Dalton Trumbo’s adaptation, Kubrick hated what he saw as heavy-handed moralizing in Trumbo’s screenplay, Douglas and Trumbo fought over elements of the script; Laughton arbitrarily threatened to sue Douglas several times, even walking off the set at one point; and Kubrick and cinematographer Russell Metty were in such disagreement over how to shoot the film that, supposedly, Kubrick ultimately sidelined Metty completely and acted as his own cinematographer (Kubrick had, after all, begun his career as a 17-year-old photographer for picture magazine Look and soon became one of the leading American magazine photographers of the time).

Still, for all the ceaseless sturm und drang on the set, when Spartacus was released, despite initially mixed reviews, the film was an enormous hit, finishing seventh behind Ben-Hur for the decade. And, like many of Kubrick’s films, Spartacus’ stature has grown over the years (the American Film Institute rates the film #5 on its Top 10 Epics list behind, in order, Lawrence of Arabia, Ben-Hur, Schindler’s List [1993], and Gone with the Wind [1939], and ahead of Titanic, All Quiet on the Western Front [1930], Saving Private Ryan [1998], Reds [1981], and The Ten Commandments). It is now generally considered among the best of the ancient era epics (for my money, it’s dramatic complexity and maturity along with Kubrick’s touch put it ahead of Ben-Hur).

With little say over the screenplay, Kubrick would always dismiss Spartacus and never consider it a true Stanley Kubrick film. Still, it marked a turning point in his career. The film’s enormous success opened the doors of the major studios to him and earned him forever after the creative control which was always of paramount importance to him.

Despite Kubrick’s feelings about the film, there are moments that are pure Kubrick, the most Kubrickian of them being the climactic battle between Spartacus’ slave army and the legions of Rome under the command of the vain and ambitious general Crassus (Laurence Olivier).

Sometimes to Do It, You Had to Really Do It

It’s important here to take a moment, during this time when summers see one effects-stuffed cinematic gargantuan roll into multiplexes almost every weekend, to recall just what a physical accomplishment these epics were (even the bad ones!).

Moviemakers of the time did, of course, have at their disposal a lot of cinema trickery, some of which went back to the days of George Melies: superimpositions, traveling mattes, forced perspective, rear and front projection, miniatures, etc. Even looked at today, what moviemakers from the pre-CGI era were able to conjure up can still be pretty impressive (a lot of the 1953 version of The War of the Worlds still looks pretty cool!). But there were times when to pull off a setting or event credibly, the only way to do it was to do it for real…or at least as real it could be safely done.

So, for example, for the Babylonian sequence of his Intolerance, D.W. Griffith had 100-foot high sets constructed and peopled with thousands of costumed extras; the burning of Atlanta sequence in Gone with the Wind (1939) was carried off by producer David O. Selznick by torching MGM’s old back lot; when director Anthony Mann wanted to recreate the Oklahoma land rush of 1889 for Cimarron, he sent 1000 extras, 700 horses, and 500 wagons roaring across open fields for his CinemaScope cameras; for the famed chariot race sequence in Ben-Hur, director William Wyler had a full-scale arena built filled with 15,000 costumed extras while his stunt crew dangerously tore around the track; producer Darryl F. Zanuck used 23,000 troops from three armies to recreate the D-Day storming of the Normandy beaches for The Longest Day.

This kind of effort could not be produced easily, and even in the postwar period when studios were turning to epics more than ever before, these mammoth productions were appreciated as major, above-and-beyond events often leaving audiences awed by their pure physical majesty. It was hard, watching Tora! Tora! Tora! and seeing real planes flying over the real Pearl Harbor, dropping mock bombs on a full-scale replica of the battleship Nevada threading its way through the pyrotechnic crews’ explosions, and not think, “Jeez, this must’ve been what it was like!”

Nearly every epic has its signature set piece – Lawrence of Arabia and the storming of Medina; Ben-Hur’s chariot race; The Bridge on the River Kwai and the destruction of the eponymous bridge, etc. For Spartacus, it’s the final face-off between the title character’s army of freed slaves, and the legions of Crassus.

According to Kirk Douglas’ autobiography, The Ragman’s Son, the battle was not part of Trumbo’s screenplay. Other than Spartacus’ leading a breakout from a gladiatorial school, an act which ignites the slave rebellion, the engagements of his people and Roman troops all happen off-camera. As Douglas writes, the climactic fight was to be no different:

The battle was only suggested in the first screenplay: you saw them about to begin, then a time dissolve and the bloody aftermath. But it was apparent now that we needed to see the battle.

This was, after all, the engagement which would break the back of the slave revolt; the emotional need to actually see that critical moment was clear to both Douglas and Kubrick. Universal coughed up more money (the film was already over budget) and Kubrick headed off to Spain where he arranged 8500 members of the Spanish army in period equipment on a plain outside of Madrid into Roman legion combat formations.

Nothing like it had been seen on movie screens before, nor, CGI-created here-to-horizon armies in contemporary epics notwithstanding, has been witnessed since.

The Iceberg

Here’s where we have to take a moment to talk about subtext. According to Webster:

The implicit or metaphorical meaning (as of a literary text).

It’s the part of a piece of work that’s not on the page (or, in this case, on the screen). Think of it as the muscle beneath the skin, the 90% part of an iceberg that’s below the water, invisible, but that can rip the bottom out of the strongest ship. It’s the difference between what happens in a story, and what the story is about (not always the same thing).

Subtext (as well as literary skill) is the difference between Jaws (the Benchley novel, not the movie) and Melville’s Moby-Dick, despite their respective plots’ superficial resemblance in an obsessive hunt for a killer sea creature. It’s why you can still find Melville’s book in the classics section of a Barnes & Noble, but you can’t find any of Benchley’s schlocky novels except on Amazon. Moby-Dick – depending on where you do your research – is about Man attempting to defy Natural Order, to know the unknowable, an attack on the flaws in concepts of self-reliance and self-determination…and there’s more. Jaws? It’s about three guys trying to kill a big, mean fish.

Subtext is not on the page, it’s not on the screen, and it may not even be perceived by every member of the audience, but it’s what can give a work a resonance, a depth of feeling, and is often what gives it a value extending well beyond its time and context. It is often what makes a classic classic.

It’s not in every movie any more than it’s in every book, or even most creative works. Some pieces are what they are; no more, no less. One hardly goes into the latest Avengers movie looking for some deeper meaning or sense about the human condition. They’re grand entertainment (hell, I like them!), and that’s pretty much the plan going in.

But in the Big Battle of Spartacus, Kubrick being Kubrick was able to give the sequence something going beyond the gob-smacking spectacle of thousands of guys in Roman era get-ups having at each other. It is the defining moment of the film, and one of the elements which I think puts the film above other ancient era epics.

The Kubrick Touch

A persistent slam against Kubrick was that his films were intellectually cold, aloof, dispassionate, but I believe that to be a major misunderstanding of what was going on in his work.

Kubrick had learned chess as a kid, and by the time he was in his teens, he was playing at tournament level and also hustling chess in local parks sometimes for as long as twelve hours a day. That might be the key to Kubrick cinema.

The carping about intellectual aloofness is like focusing on individual chess pieces – this pawn, that knight or bishop – and complaining Kubrick isn’t investing emotionally in whether or not each piece survives the game or not. Kubrick wasn’t aloof, but was standing back, looking at the board as a whole, not the story of the individual pieces but the story of the entire game. 2001: A Space Odyssey (1968) is not about any of its minimalist characters, but the grander arc of the ascension of Man; Full Metal Jacket (1987) is not about its barely-there characters either, but, according to Michael Herr, Kubrick’s co-writer on the film, Kubrick’s interest in the “phenomenon” of war.

Kubrick had no input into the Spartacus screenplay, and the visual elements of the Big Battle were, at least according to one source, designed by noted titles designer Saul Bass (who also did the credit sequence for Spartacus). But, off on his own in Spain to film the Big Battle, Kubrick executed the scene with trademark Kubrickian conceptualization.

Kubrick arranged his 8500 extras into two legion formations. Each formation consists of 10 cohorts – blocks of several hundred men. The two legions are laid out in checkerboard (or chess board?) fashion like so, the cohorts joined at their corners, the XXX’s representing cohorts:

                                                XXX                        XXX                        XXX

                                                            XXX                        XXX

                                                XXX                        XXX                        XXX

                                                            XXX                        XXX



                                                XXX                        XXX                        XXX

                                                            XXX                        XXX

                                                XXX                        XXX                        XXX

                                                            XXX                        XXX

First one legion appears over a distant rise (according to Douglas, Kubrick set up his Panavision cameras a half-mile away to keep the enormous formations in a single frame), marching steadily toward Spartacus and his army on another rise. As it closes, over the same rim, bringing up the rear, marches a second legion. With a few hundred yards between the opposing forces, the Roman legions stop. The men in the two leading cohorts bleed off left and right to form a battle line in advance of the first legion:

                                                XXX                        XXX                        XXX

                                                            XXX                        XXX

                                                XXX                        XXX                        XXX



As the battle line advances, the outermost cohorts of the first legion run toward the heart of the formation to create a single, massive block of thousands of troops:


                                                            XXX                 XXX




As the battle line closes with the slave army, the Romans flash their shields and thump them with their swords, a striking psychological effect.

This is all done without any spoken commands or evident signals of any sort. Other than Alex North’s music score – mostly harsh brass, percussion, and drums in a ceaseless military beat emphasizing the ineluctable power of the Roman army – the only natural sound in the entire sequence is the rhythmic, metallic chink-chink-chink of Roman armor as Crassus’ troops march forth.

With the exception of one shot of a mounted Crassus with his generals watching his troops move forward, there are no individual shots of any Romans. The Roman troops are only ever seen at a distance – often a great distance – as a moving, maneuvering mass.

In contrast is the slave army, a crowd of men and women in no particular formation spread along their high ground. Kubrick gives us a number of shots of individuals, some of Douglas and supporting characters we’ve come to know over the course of the film, but others are of random faces: men, women, the young, the old.

Visually, Kubrick has defined the conflict of the movie. The Roman legions are a faceless, disciplined machine, the hard hammer which maintains the empire’s power; heartless, soulless, mechanical. Spartacus and his people could just as well be looking down at an oncoming line of armored drones crawling across the field toward them.

The slave army is a civilian army, a hodgepodge of people who are not soldiers, who fight only out of a desire to be free. Kubrick gives us faces; Kubrick gives us their individual humanity. This is, in many ways, the fight of flesh and blood against a machine; freedom against iron shackles and Roman steel. In the Big Battle, Kubrick manages to distill the two hours or so of drama which precedes it into a purely visual few minutes of stunning iconography.

Watching the scene on television, even a large screen TV, or, worse, on a computer, does Kubrick’s work great disservice. I was lucky enough to see Spartacus in its big screen format during a limited theater release following its restoration in the early 1990s. The power of the Big Battle’s imagery delivered in the way it was meant to be leaves one a bit cowed…and already knowing, sadly, how the fight is going to end, for flesh and blood never holds up against steel.


Despite Kubrick’s dismissal of the film, Spartacus is epic entertainment at its best. But in the Big Battle sequence, it takes another step to attain a level of visual poetry, albeit a brutal, tragic poetry.

Thinking of “Show, Don’t Tell,” this is showing at its most powerful; taking the viewer beyond the images on the screen by giving those images a thematic muscle rarely used in extravagant pieces then, and especially now. It is telling by showing, storytelling in three dimensions rather than in the most visible one.

“Show, Don’t Tell” is often used as an excuse to juice a story with hyper action, to replace rumination with breathless pace, and character subtlety with obvious “tells” and hit-over-the-head tics. Development execs belaboring the idea of “showing” rarely understand how to really “show” a story.

Stanley Kubrick, master visualist and chess master, always knew how to put on a good “show.”