After receiving honorable discharges from the British Army in Palestine in 1918, Professor Holly (Peter Cushing), young Leo Vincey (John Richardson) and their orderly Job (Bernard Cribbins) embark on an expedition into a previously unexplored region of north-east Africa. They discover the lost city of Kuma after Leo receives a mysterious map revealing the city's whereabouts.
This lost realm is ruled by Ayesha (Ursula Andress), who is also known as "She-Who-Waits" and "She-Who-Must-Be-Obeyed." Ayesha is an immortal queen and high priestess who believes Leo is the reincarnation of her former lover, the priest Kallikrates (whom she killed when she found him in an intimate embrace with another woman about two thousand years before). Ayesha tries to convince Leo to walk into a bonfire after it has turned blue, which happens once certain astronomical conditions have occurred. It will only remain in this condition for a short period and only happens on certain rare occasions. By entering the fire, Leo himself will become immortal.
As this is occurring, Ayesha's army is attacked by her enslaved tribesmen, the Amahagger. Although Ayesha had oppressed the Amahagger for 2,000 years, the uprising was triggered by the queen, in a fit of jealousy, executing Ustane (Rosenda Monteros), an Amahagger woman who had developed a relationship with Leo.
Ustane's father Haumeid (André Morell) who, like his daughter, had befriended Leo, Holly and Job, is outraged at his daughter's execution and incites the Amahagger into the uprising. Ayesha's army is overwhelmed during the fierce battle against the poorly equipped, yet numerous Amahagger.
Whilst the uprising is occurring, Leo battles Bilali (Christopher Lee), Ayesha's fanatical priest, who wants immortality for himself, believing it is his due after his years of selfless service. After battling Leo and finally gaining the upper hand, Bilali, giving Leo up for dead, attempts to enter the blue flames himself and become immortal, but he is killed by Ayesha before he can enter the fire.
Ayesha takes Leo's hand and leads him into the fire. Upon entering, Leo becomes immortal, but Ayesha's second exposure to the fire destroys her immortality and she dies almost instantly as the centuries catch up with her and she ages millennia in a few seconds. The film ends with a despondent Leo stating that he doesn't care when the fire will next burn blue but it will find him waiting for it.Ursula Andress as Ayesha
Peter Cushing as Holly
Bernard Cribbins as Job
John Richardson as Leo Vincey
Rosenda Monteros as Ustane
Christopher Lee as Billali
André Morell as Haumeid
Princess Soraya as Soraya
The re-filming of the H. Rider Haggard novel – which had been filmed previously in 1908, 1911, 1916, 1917, 1925 and 1935 – was the idea of Kenneth Hyman of Seven Arts Productions, who had a long-running relationship with Hammer Film Productions. Anthony Hinds commissioned a script from John Temple-Smith, and the lead role was assigned to Ursula Andress – known at that time for her role in the James Bond film Dr. No – who signed a two picture deal with Seven Arts as a guarantee for her husband John Derek. She would thus become the first Hammer film to be built around a female star.
Hammer pitched the project to Universal, who turned it down. Hinds then arranged for Berkley Mather to write a script, but the project was turned down again by Universal, and then by Joseph E. Levine and American International Pictures. Hinds passed it over to Michael Carreras who got David T. Chantler to rewrite the script again. Carreras succeeded in getting the film financed through MGM, with triple the usual budget for a Hammer Film.
The film was announced in May 1964. Although Seven Arts had helped finance several Hammer films, this was the first one they had produced together.
John Richardson was cast after being spotted by Ray Stark of Seven Arts.
Principal photography commenced in southern Israel's Negev Desert on 24 August 1964, with scenes also shot at MGM's Elstree Studios in London when Hammer's Bray Studios proved to be too small for the project. It was the most expensive film Hammer had made up until that time, but upon release it was a hit both in North America and in Europe.
Although the studio was pleased with the look of Ursula Andress in the film – as lit by Harry Waxman and costumed by Carl Toms and Roy Ashton – they found her Swiss German accent to be offputting, and had her entire part re-dubbed by actress Nikki van der Zyl, who maintained a slight accent so as not to throw the film's audience, who would be familiar with the way Andress spoke from seeing her in Dr. No.