Inspired by Daniel P. Mannix's 1958 book "Those About to Die" (formerly titled "The Way of the Gladiator"), the film's script, initially written by Franzoni, was acquired by DreamWorks and Ridley Scott signed on to direct the film. Principal photography began in January 1999, before the script was completed, and wrapped up in May of that year, with the scenes of Ancient Rome shot over a period of nineteen weeks in Fort Ricasoli, Malta. The film's computer-generated imagery effects were created by British post-production company The Mill, who also created a digital body double for the remaining scenes involving Reed's character Proximo due to Reed dying of a heart attack during production.