Cleopatra situates itself in the same relationship to Hollywood as the Warhol/Morrisey films of the period. It corresponds to Joseph Mankiewicz's 1963 Cleopatra, starring Elizabeth Taylor and Richard Burton which Auder's cast watched and used as the starting point for scene by scene improvisation Auder drew his cast from Warhol's ensemble – including not only Viva and Louis Waldon, but also Taylor Mead, Ondine, Andrea Feldman, Gerard Melanga and others.

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