“A film director is one of the last truly dictatorial posts left,” Francis Ford Coppola said with just a trace of wistfulness in 1990, “in a world that’s getting more and more democratic.”
The observation comes from Hearts of Darkness: A Filmmaker’s Apocalypse, the superb 1991 documentary looking back on what in the mid-’70s seemed like it would become the ruinous and incomprehensible folly of the Godfather auteur’s career, Apocalypse Now. A loose adaptation of Joseph Conrad’s 1899 novel, Heart of Darkness, set amid America’s war in Vietnam, Apocalypse Now was plagued by mid-shoot cast changes and health crises, an ongoing civil war in the Philippines (where Coppola was shooting), a perversely uncooperative star in Marlon Brando, and set-destroying Acts of God. By the time it finally hit cinemas in August 1979, three and a half years after the first day of filming, Coppola had sunk every penny of his personal net worth into the project and more, all to ensure he’d retain full creative control … of a film he would subsequently revise and rerelease twice.
But Apocalypse Now was a hit (and a masterpiece) the first time around, which emboldened its maker to gamble again—this time on the 1982 musical One From the Heart. The movie was such a financial debacle that it permanently altered the trajectory of Coppola’s career, forcing the most singular American film artist of a generation, still only in his early 40s, into taking paycheck jobs. But he perceived even then that a coming digital revolution would change how movies were made and distributed, and he dreamed of being able to work on a grand scale again.
In his 2023 biography, The Path to Paradise: A Francis Ford Coppola Story, author Sam Wasson says Coppola completed his first draft of Megalopolis on March 12, 1984. And now that it’s arrived—in September 2024, the kindest thing I can say about the opus that Coppola has been mulling over for more than half his life is that it’s a truly singular fiasco—a rich tapestry of madness no one else could’ve made. It’s formally audacious—split screens, overlapping dialogue, kaleidoscopic cuts—and utterly incoherent. Post-coherent, if you’re feeling kind.
Good for him! To compare golden apples to golden apples, Ferrari, Michael Mann’s long-contemplated biopic of the sports car maker, and Avatar, the sci-fi eco-fable James Cameron started writing in his teens and started shooting in his 50s, are both much stronger movies than Megalopolis. But they’re also narratively conventional in a way that felt disappointing after so much anticipation. For all their craft, they play like lesser echoes of their makers’ most inspired films.
Megalopolis, by contrast, is unlike anything Coppola has previously attempted, a $120 million ball of yarn that some of us will busy ourselves trying to untangle for years to come—even as we can see plainly that the emperor of New Rome has no clothes.
The movie is set in an America only slightly more decadent than ours, in the city of New Rome, which features recognizable Manhattan locations like the Chrysler Building and Madison Square Garden. Its essential conflict is between the unpopular Mayor Franklyn Cicero (Giancarlo Esposito) and Caesar Catalina (Adam Driver, who starred in Ferrari as well), a vaguely Robert Moses-style urban reformer who heads up something called the Design Authority. Catalina is agitating to rebuild much of the city using “The Megalon”—a miracle self-regenerating building material that he won the Nobel Prize for discovering.
It’s never clear why Cicero doesn’t have the authority simply to fire Catalina—is the Design Authority a state or federal agency outside his chain of command? But you won’t have a lot of brain space to contemplate the New Rome org chart because before we even learn that Catalina has invented a world-changing substance, we see that he can stop the flow of time, a Godlike superpower that’s neither explained nor deeply explored. He also seems to be able to perceive various possible futures by harnessing the almighty power of the Megalon somehow.
That seems like grist enough for an epic, doesn’t it? Well, hold Coppola’s Falernian wine, because he also throws in a scheming TV journalist named Wow Platinum (Aubrey Plaza, who seems the least at sea of all the famous faces in this sprawling cast). She’s having an affair with Catalina, but has designs on Hamilton Crassus III (Jon Voight), Catalina’s aged, mega-rich uncle. Then there’s the burgeoning relationship between Catalina and Mayor Cicero’s daughter Julia (Nathalie Emmanuel), who alone seems immune to Catalina’s time-pausing ability. There’s also a deepfake sex-tape blackmail plot against Catalina courtesy of his jealous, openly incestuous cousin Clodo (Shia LaBeouf, who, like Plaza, sort of seems like he knows what he’s doing here, remarkably). We also have portentous narration from Apocalypse Now alumnus Laurence Fishburne, and blink-and-you’ll-miss-them appearances by Dustin Hoffman and Jason Schwartzman as minor mayoral associates.

Also, there’s a former (?) Soviet satellite in a decaying orbit that’s threatening to wipe out the city. This is a minor subplot. Oh, and I forgot to mention that Catalina was tried and acquitted for his wife’s murder, and that the district attorney who led that unsuccessful prosecution was now-Mayor Cicero.
Shot largely on soundstages in Georgia—like so many Marvel movies, sadly—Megalopolis is often visually flat and lacking in texture, which is not something you can say about Apocalypse Now or One from the Heart. It feels like a 138-minute supercut of a 10-hour streaming series, except for the times when it feels like you might be having a stroke.
In keeping with its Roman milieu, Megalopolis is most thrilling when it prioritizes sheer spectacle. Coppola pulls off two audacious set pieces: The first comes when Cicero and Catalina face off at the mayor’s unveiling of a proposed redevelopment project, with the entire cast of the film suspended above a large-scale model of the building site on gantries supported by ropes. Catalina filibusters the mayor’s announcement—at least I think that’s what he’s doing—by performing Hamlet’s “To be or not to be” soliloquy in full while LaBeouf rocks the freely swinging scaffolds playfully and everyone else holds on for dear life. It feels like something Coppola must’ve dreamt.
The other bravura sequence comes at the wedding of of Plaza’s Wow to Voight’s Crassus, a blowout at what narrator Fishburne calls “The Coliseum”—it’s Madison Square Garden—complete with wrestlers, an auction for a Vestal Virgin pop star (!), and a chariot race like the one in Ben-Hur. Catalina gets drunk and high at the celebration, and Coppola intercuts his internal trip with the Bacchanal happening outside his head.
And yet cataloging Megalopolis’ considerable virtues and even more numerous deficiencies seems both pointless and premature, because there is zero chance this will be the definitive version of this mess. Coppola is second perhaps only to his contemporary Ridley Scott in his zeal for issuing new cuts of his films years or decades after their initial theatrical run. He wasn’t satisfied to leave his initial releases of Apocalypse Now, or One from the Heart, or The Outsiders, or The Cotton Club, or The Godfather Part III alone, and every last one of those was more complete and functional in its initial, imperfect state than Megalopolis is.
Filmmaking is still a largely dictatorial profession, at least for auteurs who have a Godfather on their resume. Alas, unlike in the ’90s, the world is no longer growing more democratic. “When we leap into the unknown, we prove we are free,” Catalina remarks as Megalopolis nears its impenetrable denouement. Coppola, 86 years old and free as a bird, deserves credit for taking that leap.
Megalopolis (138 minutes), rated R for every excessive ancient Rome reference and a preponderance of unflattering Caesar cuts, opened in area theaters on Sept. 27.