Wits and weapons clash in this 1981 epic chronicling a rebellion by Jewish Zealots against Roman rule. After Jerusalem falls to the Romans in 70 A.D., nearly a thousand Jewish rebels led by Eleazar ben Jair (Peter Strauss) withdraw to a mountaintop fortress 30 miles southeast of Jerusalem. There, fed by defiance and an unlimited supply of cistern water, they make their stand against Roman rule, now and then conducting surprise raids against Roman positions down below. Whenever the Romans retaliate, Eleazar goes them one better. He and his men burn grain supplies, poison wells and generally make life miserable for the Roman 10th Legion, encamped in the baking desert surrounding the fortress. Frustrated, the Roman general Cornelius Flavius Silva (Peter O'Toole) brings in a brilliant siege master, Rubrius Gallus (Anthony Quayle), to devise a way to breach the mountaintop stronghold. When Gallus begins construction of an earthen ramp up the mountainside, rebels rain down arrows on the Roman workers. Flavius then uses Jews from nearby villages to build the ramp. Meanwhile, Flavius makes several attempts to persuade the rebel Jews to surrender, promising they will live in peace and prosperity under Roman rule. But the Jews are adamant; they want only one thing: freedom, or, at the very least, limited freedom under a Roman-appointed Jewish governor. But after Roman Emperor Vespasian vetoes peace plans, the ramp continues to rise. When it is finished, the Romans pull a massive battering ram on wheels--another of Gallus's stratagems--up the ramp, and the stage is set for the final battle deciding the fate of the Jews. This film had at least three incarnations: as a 6-hour, 34-minute TV series in 1980, and then in trimmed-down versions in 1981 and 1984. Although the filmed-on-location Masada is based on history, parts of it are fictionalized.