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A Year with Kate: The Lion in Winter (1968)

Episode 36 of 52: In which if there’s only one Katharine Hepburn film you see, make it this one.

When you take Screenwriting 101, your first lesson is the Three Act Story Structure. Act 1: Introduction. Act 2: Conflict. Act 3: Climax (and hopefully Resolution). If I were to so arrange the lives of Henry II of England and Eleanor of Aquitaine, it would roughly look as follows: Act 1: Eleanor and Henry II fall in love. Act 2: Eleanor and Henry fall out of love and into battle. Act 3: The Lion in Winter. 

James Goldman’s script starts in media res, with Eleanor of Aquitaine (our own Kate) and Henry II (Peter O’Toole) already at the end of two civil wars and any pretense of civility. Knives are out as everyone prepares to fight at the Christmas court at Chinon. Joining them are their three angry sons--Richard (Anthony Hopkins), Geoffrey (John Castle), and John (Nigel Terry)--and the newly minted King of France (Timothy Dalton). (That's right, Hannibal Lector shares a movie with James Bond.) What follows is the messy climax of decades of personal grievances fought on the international stage. In short, it’s a hell of a lot of fun.

Eleanor, Queen of England, former Queen of France, and Duchess of Aquitaine, is pure Katharine Hepburn: a perfect synthesis of part and persona. It’s Kate the Great at her greatest, channeling three decades of star power, 15 years of classical training, and one year of intense grief into a powerful performance that radiates rage and sex in a way the Hayes Code and her image had never allowed previously. Kate uses her beautifully mastered voice to chew on James Goldman’s dialogue and spit it out with focused intensity. But behind that perfect control seethes a barely contained fury, which bursts forth in beautiful surges of speech.


Oscars have been won on great monologues like that alone, but Kate also shares explosive chemistry with her co-star, Peter O’Toole. Kate's past leading men had spurred her forward or softened her up, but O’Toole (who was already her friend and admirer) was utterly unique in his relationship to Kate. Watching them together onscreen is like watching the fuse burn down on a stick of dynamite; you wait in suspense, knowing it’s going to end violently, but you can’t look away. 

Their tension is the result of opposite forces at play simultaneously. Insults are how they flirt; their body language is at constant right angles to their dialogue. Director Anthony Harvey often stages scenes so that Eleanor ends up kneeling in front of Henry, a gesture of romantic supplication Kate had performed with Spencer Tracy so often. But what comes out of her mouth is anything but submissive.

"Will you boil me or stretch me... or am I to be perforated? ...I'm like the earth, old man. There isn't any way around me."

Eventually one barb goes too far and they go from flirt-fighting to actually fighting. Everybody gets sloppy as the night wears on, and their motivations become about lashing out and causing pain. This truly violent relationship is the fulcrum around which the film turns; Eleanor and Henry twist daggers into old wounds and wage wars with whispers, willing to tear down empires if it means getting the upper hand. Everyone else is just collateral damage. Unfortunately, (ironically) the film’s own third act fails to resolve into anything meaningful, instead sputtering out like a spent firecracker.

The Lion in Winter is, of course, the film for which Katharine Hepburn won her unprecedented third Academy Award in 1969. She tied with newcomer Barbra Streisand, a moment in Oscars history in praise and defense of which I wrote extensively last year. You can check out that two parter if these 600 words don’t suffice. However, since this is Kate’s film through and through, it’s only fitting that she gets the last word. Below, in chronological order, are a few of my favorite Eleanor lines from The Lion in Winter, a movie I quote above all others.


E: "What would you have me do? Give out? Give up? Give in?"
H: "Give me a little peace."
E: "A little? Why so modest? Why not eternal peace? Now there's a thought."


"I even made poor Louis take me on crusade. How's that for blasphemy? I dressed my maids as amazons and rode bare-breasted halfway to Damascus. Louls had a seizure, and I damn near died of windburn... but the troops were dazzled." 

And finally... 

"I could peel you like a pear and God Himself would call it justice."

What's your favorite quote? Do you think a double win was earned? Comment below!


Previous Week: Guess Who's Coming To Dinner (1967) -  In which Katharine Hepburn wins her second Oscar and loses Spencer Tracy.

Next Week: The Madwoman of Chaillot (1970) - In which Katharine Hepburn plays another aristocrat in an odd little movie that makes no sense.

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Reader Comments (33)

I ADORE this film. For some reason, when the sons are struggling at one point and considering "options," I remember her spitting out a glorious "What shall we do with Mother?" while her son holds a knife to her throat. It summed up her contempt and so much about her relationship with them.

September 3, 2014 | Unregistered Commentereurocheese

Easily Hepburn's best performance and best film.

September 3, 2014 | Unregistered Commenterbrandz

This is my favorite film of all time. Hepburn is a virtuoso of intelligence in this role, inimitably reverent to the words, so canny and incisive that it's truly bewildering to watch. This is the literal opposite of chewing scenery—Kate is so possessed of Eleanor's mind that her articulation of every single word feels rich and deliberate.

Notice how inconsequential the "period" elements of this film feel.

September 3, 2014 | Unregistered CommenterHayden W

My 9th grade history teacher had us watch this one, before I had any idea who KH was, but it was the only performance I remembered. Not a great film perhaps, but a great film for performances. Every classic actor should have had a chance at capital-A acting in modern wannabe Shakespeare like Kate did here. She must have had so much fun.

September 3, 2014 | Unregistered CommenterMarsha Mason

WHAT a screenplay. WHAT line readings! Too many for this post, too many to name... ahhh. Where is my supercut of every Hepburn barb? Internet! Get on it!

September 3, 2014 | Unregistered CommenterMargaret

eurocheese - Great line! I ran out of space before I could talk about her relationship to her sons, but another favorite line comes when John barges in during her argument with Richard:
"Hush, dear. Mother's fighting."

Hayden - Agreed! Bonus points for using the word "inimitably."

Marsha - Your history teacher had the right idea. This film actually put me on a 12th century history kick in 8th grade that culminated in my first research paper on Eleanor of Aquitaine. Turns out she was just as incredible as Kate played her. And they were (distantly) related!

I love this film so very, very much. Oh! How about this line?
"I know. You know I know. I know you know I know, we know Henry knows, and Henry knows we know it. We're a knowledgeable family."

September 3, 2014 | Unregistered CommenterAnne Marie

"Lion in Winter" stands along side "Philadelphia Story", as a perfect marriage between actress & role. She was absolutely perfect in this multi-layered part. Her voice conveyed so many different emotions, always keeping the viewer a bit surprised as to what would pop out of her mouth. I still laugh at "what family doesn't have it's ups & downs?"

Great casting - I cannot imagine anyone better than Peter O'toole as Henry. The Oscar tie was totally the perfect compromise.

September 3, 2014 | Unregistered CommenterLadyEdith

As "fabulous" as Kate is in this, I'd never recommend it as a must-see over The Philadelphia Story or Holiday. I've seen several productions of The Lion in Winter on stage and screen, and I can never shake the feeling that it's The Boys in the Band in medieval attire. (Yes, it predates Band by a couple of years, but this kind of erudite, super-bitchy dialogue was all the rage in the mid-to-late '60s.) Goldman is no Philip Barry. The Lion in Winter is great to watch and great to perform (there are countless high school and college productions), but ultimately it's a facile and lightweight entertainment in my book. But I don't begrudge Kate her third Oscar like I do her second.

PS. Original Broadway cast: Robert Preston as Henry, Rosemary Harris (Raimi's "Aunt May") as Eleanor, James Rado (author of Hair) as Richard, Christopher Walken as Philip. Harris won the Tony as Best Actress in a Play.

September 3, 2014 | Unregistered CommenterPaul Outlaw

Paul Outlaw - Shamefaced admission: the lead-in was a typo caused by extreme sleep deprivation last week. It was supposed to read "In which if there’s only one Katharine Hepburn film you see because of this series, make it this one." I embraced the error for two reasons 1) I knew I was going to get hyperbolic anyway, so it seemed like a good place to start and 2) I actually do think it's a great example of Kate elevating the material, which is not something she did often, and is definitely worth witnessing. Also I was really, really tired...

September 3, 2014 | Unregistered CommenterAnne Marie

Of course he has a knife, he always has a knife, we all have knives! It's 1183 and we're barbarians!

It's the perfect tie.

September 3, 2014 | Unregistered CommenterPeggy Sue

Gosh I love this movie and her performance. And O'Toole is her equal. Every time I watch it, I can catch something that seems new, like I had never seen it before. Oh, and I have use that peel you like a pear line in real life several times.

September 3, 2014 | Unregistered Commentertom

Anne Marie: Having just recovered from a severe (and mercifully short) bout of jet lag, I can relate...

"Elevating the material": yes, this.

September 3, 2014 | Unregistered CommenterPaul Outlaw

"Henry...I don't much like our children"

September 3, 2014 | Unregistered CommenterJoe Gouveia

I remember watching this film for the first time, not really knowing much about it except that Kate won an Oscar for it. I expected just another period movie about knights and kings (a genre I'm not particularly fond of). I was stunned when it turned out to be so much more, a great movie starring two acting giants at the height of their talents, delivering some of the best dialog I ever heard, in a film that just happened to be set in the Dark Ages.

And Kate's monolog in front of the mirror is probably my very favorite monolog in film history.

September 4, 2014 | Unregistered CommenterMrW

Among the four Kate's Oscar Winning Perfs this is my favorite by far...

September 4, 2014 | Unregistered CommenterMirko


September 4, 2014 | Unregistered Commentermark

Katharine Hepburn's performance theatrical, entertaining, and highly watchable, but I'm still not sure I would vote for her over Joanne Woodward and Vanessa Redgrave.

September 4, 2014 | Unregistered CommenterArmando Santos

I guess I knew this, but it never came to the front of my head until this series. There are 3 If You Never See Another Katherine Hepburn movies because there are three Katherine Hepburns. Which I think is the reason for this blog and the reason we all love her.

There is Ingenue Kate. This is the Kate of Bringing Up Baby, Bill of Divorcement; the Kate who can say "Christopher Columbus!" and make us all believe it 75+ years later. And Holiday is that Kate's movie for its touching, tender and funny Kate.

There is Sophisticated Kate. Philadephia Story was her blazing debut but there she is again in Woman of the Year ( O that Hat!), and Adam's Rib who then came back for Guess Who's Coming for Dinner and On Golden Pond. A proto feminist belonging to a world where she can wear trousers and flub making waffles.

Kate the Great is the Kate of Long Day's Journey, Violet Venable, Coco Channel but most importantly Eleanor. For many women viewers this is Kate when all the things you are suppose to have (children, family, spouse) disappoint or leave you. What you have left is your head and your talent.

What makes Lion so unforgettable is what we have all talked about here: words. Words are not generally the basis for a good movie, many great plays never make the transition to film. It is often said that a play on screen feels boxed in, too stagy. No one ever says that about Lion because these roarring characters take over the screen.

These Kates are the ones that speak to our hearts and our admiration; the parts when we confuse the actress with the person. And these are the parts on which the mythology rests.

September 4, 2014 | Unregistered CommenterLeslie19

Well said, Leslie.

September 4, 2014 | Unregistered CommenterPaul Outlaw

Hepburn is unique for being unworthy of the four Oscars she won, but this is the best of the lot. an entertaining movie in a bitchy Broadway sort of way. No way is this performance up to the standard of Holiday, The Philadelphia Story, Woman of the Year, Long Day's Journey Into Night, to name a few.

September 4, 2014 | Unregistered CommenterAlfred

Eh, people win Oscars for the "wrong" movies all the time. It's a combo of timing, luck, the competition, your past work, future promise, etc. Four Oscars for Kate feels about right to everyone, and to think for 30something years she was only going to have as many Oscars as, say, Ginger Rogers or Joan Fontaine and that just couldn't be right, so they started doling them out to her for anything that came along. :-)

I think Kate is dazzling in this role. The movie is only okay I guess in a Who's Afraid of Eleanor of Aquitaine kind of way.

I never had a problem with the age discrepency since Kate looks 50something to me and Peter O'Toole looks like a particularly "rode hard" 40.

Does everyone think that's Kate's actual hair she lets fall down? If so, I'm pretty impressed with how it looks, but back then, 60 year olds didn't wear long hair. Oh, and I think the whatchamacallit head scarf thing she wore is rather becoming. It's like an instant face lift. :-)

September 4, 2014 | Unregistered CommenterDave in Alamitos Beach

Dave in Alamitos Beach - "Who's Afraid of Eleanor of Aquitaine" made me laugh. :)

As for the hair, it is definitely hers. Cecil Beaton referred to it as "the dreadful topknot." She cut her hair the next year for COCO, but usually she kept it long (and up). She does wear a hairpiece in THE TROJAN WOMEN. It's awful. Not looking forward to it.

September 4, 2014 | Unregistered CommenterAnne Marie

Dave: yeah, but what a stat: the only four-time Oscar winner didn't deserve a single one, and two of those wins were for two of her worst performances (GWCTD and On Golden Pond). I'll give Morning Glory a pass b/c she's more weird than good.

September 4, 2014 | Unregistered CommenterAlfred

I'm late to the party this week but I wanted to re-watch this particular film before commenting and I didn't have time until today.

This is one of my favorite of Kate's films and the only one of her winning performances that I thought should have taken the prize. That's not to say I think she should only have one Oscar, her work in Long Day's Journey and the un-nominated Holiday are both worthy.

What total enjoyment to watch Peter O'Toole and she take verbal knives and tear each other apart and then turn and do the same to the great quartet of Anthony Hopkins, John Castle, Nigel Terry and Timothy Dalton, even Jane Merrow as the timid Alais manages to get a few licks in.

I think it's a great translation from stage to screen even if it is only slightly opened up since Harvey keeps his small cast of characters on the move, it never feels stagebound. Oh that final shot on the river!!

Even with all the top flight supporting work it really comes down to Kate and Peter and their lightening in a bottle chemistry caught at just the right moment when Kate, thanks to robust health and period clothing and O'Toole slightly aged seem to eradicate the 25 year gap in their ages and appear as equals.

So many great lines and exchanges but I think this is my favorite:
Eleanor: I adored you. I still do.
Henry II: Of all the lies you've told, that is the most terrible.
Eleanor: I know. That's why I've saved it up until now.

As far as the tie with Streisand I can think of no other that seemed so right, certainly not the much earlier Fredric March/Wallace Beery Best Actor one. The other three nominees were certainly worthy. Vanessa Redgrave particularly gave a sensational performance in Isadora but Kate really poured all her experience into the role and Funny Girl might be worthless as biography but as a vehicle to enable a young talent to showcase those gifts to the world it can't be beat and she certainly dazzles.

The Youtube clip of them winning, with Kate absent of course, is great. Ingrid Bergman's expression when she opens the envelope and says it's a tie is priceless and she looks like a million.

This is Kate's late career peak there are still some interesting films left but from here on out it's a bumpy variable road.

September 4, 2014 | Unregistered Commenterjoel6

Well, since you've thrown open the floodgates by asking for favorite quotes, beyond the ones listed above . . .

Eleanor: Oh, my piglets, WE are the origins of war: not history's forces, nor the times, nor justice, nor the lack of it, nor causes, nor religions, nor ideas, nor kinds of government, nor any other thing. We are the killers. We breed wars. We carry it like syphilis inside. Dead bodies rot in field and stream because the living ones are rotten. For the love of God, can't we love one another just a little!

Eleanor: How dear of you to let me out of jail.
Henry: It's only for the holidays.
Eleanor: Like school you keep me young.

Henry: I'll never let you loose. You've led too many civil wars against me.
Eleanor: And I damn near won the last one. Still, as long as I get trotted out for Christmas courts and state occasions now and then.

Eleanor: Henry's bed is Henry's province. He can people it with sheep for all I care, which on occasion he has done.
Henry: Rosamund's been dead for seven years—
Eleanor: —Two months and eighteen days. I never liked her much.
Henry: You counted the days?
Eleanor: I made the numbers up.

Eleanor: He came down from the north to Paris with a mind like Aristotle's and a form like mortal sin. We shattered the Commandments on the spot.

Eleanor: You're still a marvel of a man.
Henry: And you're my lady.

An excellent tribute to a magnificent film, Anne.

Now, to talk about the opinions I share with you, I'm going to launch off of one other critic's opinions that I don't share: Pauline Kael. I'm not a great fan of Kael to begin with, and this is a case in which I disagree with her pretty much sentence by sentence.

"Imitation wit and imitation poetry at the 12th-century court of the Plantagenets...it was brought to the screen as if were poetic drama of a very high order..."

Wrong. Kael seems utterly tone-deaf to the camp here. Is it imitation poetry? I suppose you could call it that, but I'd say it's grandiloquence by people who are, as you say, willing to tear down empires for the sake of personal grudges. The characters SHOULD speak in a way that reminds us of how self-important they are. And the film occasionally comments on the ramifications of that self-importance ("we are the origins of war"). Plus the dialogue is just so exquisitely stylized—how can it not be fun? I guess Kael thought the movie wanted us to take the dialogue more seriously than I think it does, so she couldn't have fun with it.

"...and the point of view is too limited and anachronistic to justify all this howling and sobbing and carrying on..."

Wrong. The so-called "limited" point of view emphasizes that self-importance of the characters and the claustrophobic melodrama of them joining and separating, making and breaking alliances over personal rather than political differences. I'll concede that the dialogue occasionally steps back critically from the behavior of medieval monarchs in an anachronistic way, but this doesn't hurt the film for me.

"...Goldman's dialogue can't bear the weight of the film's aspirations to grandeur, and, as Eleanor of Aquitaine, Katharine Hepburn does a gallant-ravaged-great-lady number. She draws upon our feelings for her, not for the character she's playing, and the self-exploitation is hard to take."

Here is where I think Kael gets it more wrong than anywhere else in the review. The reason this is such a wonderful landmark in Kate's career is because, as you say, it is a "synthesis of part and persona," of character acting and star image. I don't think Kate draws only upon our feelings for her, the star; she creates a rich, dense, rather enigmatic character for Eleanor. Every time you think you've grasped the full scope of her motivation (to take revenge on Henry, to express her love for Henry, to repair her relationship with her children, etc.), she adds some new dimension to the performance that slips outside of your grasp. It's a terrifically, restlessly human characterization.

As usual, you make me want to watch this movie again.

September 6, 2014 | Unregistered CommenterAdam

"Such, my dears, is the role of sex in history."

Then, now, and forever.

September 6, 2014 | Unregistered CommenterSanty C.

Arriving late for the party, I know! I'm sorry, but I was driving an old Fusca across the Tunisian desert. Regardless, not all the sand in the Sahara will keep me from singing the praises for Katharine Hepburn in The Lion Winter, no matter how late I am or how awful my hair looks.

This film is heaven. The dialogue is so full of zingers and quotable parts, that you can easily surrender yourself to the camp/fun experience, without realizing the thick layers of subtext.

The actors are on their A-game (except maybe John, but that's a thankless role, hard to pull off without slipping into caricature). Kate is specially delightful in it, her very best performance and most deserving Oscar win.

I love how commanding she is, and still finds clever ways to betray just how distraught Eleanor really is, how the years of imprisonment have taken their toll on her, how that insurmountable, invincible force, has, in fact, been defeated. There's a vulnerability that leaks through her strength in a way that feels so begrudging that it sometimes appears like the actress didn't want it to be known, in loyalty to character. Only we know she did. That attempt at concealment is, in a paradoxical way, the actress showing off. Kate, like Eleanor, is loyal, first and foremost, to herself.

Her interactions with Henry and Richard are a joy to watch. I leave with one my favorite Eleanor quotes:

"Thank God! You frightened me. I was afraid this wouldn't hurt!"

September 6, 2014 | Unregistered CommenterCarmen Sandiego

People have already nailed so many of the brilliant line readings in this film--Hepburn and O'Toole must have known how good the script was, and how much red meat it was going to give them to work with. Eleanor's speeches (the mirror), Eleanor's one-liners ("It went flat when I told it to, I didn't think to ask for more"), and Eleanor's insults--many of them directed at her, shall we say, problematic sons--are some of the best dialogue an actress could ask for, and Hepburn makes the most of them.

However, I want to call attention to a few of the smaller moments without dialogue, which are equally indelible: Hepburn drawing the blade across her arm (so horrifying!), and nearly collapsing in the instantly-penitent Hopkins/Richard's arms. (And that line, like something out of "Suddenly Last Summer": "The sun was warmer then, and we were always together..."). The look of sheer devastation as Hepburn watches Henry and Alyce kiss in the chapel. The slow fade of her smile as she leaves the question to the mirror hanging, "How could her king have left her?" Her wordless scene with the guard, as she gestures towards her ring, and then looks up at him. The climax in the cellar, where she never flinches as her sons put a knife to her own throat, but her near-collapse as Henry prepares to execute Richard. And finally, that glorious wave from the boat as she barges back to her castle, the Easter holiday ahead when they can do it all over again--unbowed, unbroken, restored to life, and indeed prepared to "never die." (Ironically, Eleanor would outlive almost the entire family, aside from John--the one son she had no use for, and then had to try to shape into a king.)

People, if you've never seen this movie, have some of your nearest and dearest over around Christmas and break out the mulled wine--no dysfunctional family holiday movie tops it.

September 8, 2014 | Unregistered CommenterDback

I totally agreed that this is Kate's most deserving win, but i disagreed with comments that it pale against Holiday, The Philadelphia Story, LDJiN etc. TLiW may not be her best performance, but it’s certainly one o her greatest! After so many years it still holds up v well among other royal period dramas. Glenn Close is v good in the TV remake, but no offense, Kate’s Eleanor is still the ONE pple refer to and tink o when Eleanor of Aquitaine is mentioned

Kate was the undisputedly Queen at this point in Hollywood (1968/69), displacing her former co-star, Liz Taylor (Audiences had enough of her debauchery & decadences). No doubt, Woodward gives her career best in Joanne, Joanne & Redgrave dazzles in Isadora. But no one could hold court like Queen Kate. The Oscar IMO is a very sweet & deserving win! =)

I’m ok with the tie, as Funny Girl is indeed a star making turn & Streisand nailed it! Oscar will turn on her soon enough, when she starts directing and ventures into more dramatic roles.

What goads me is the snub of O’Toole! More than Kate, he should have won the award, not only because o his brilliant masterly performance in TLiW, but also to make up for his almost-win the previous 2 rounds (Lawrence o Arabia 1962, and Beckett 1964).

Oscar had given best actor to Robertson based on his shameless campaigning, and the voters admitted later that they had voted based more on publicity than actual performance, as many have not even seen Charly.

TLiW marks the pinnacle of Kate’s career. From now on, she will not get such a meaty, juicy role that makes her shines like the one of the brightest Queen in England!

September 8, 2014 | Unregistered CommenterClaran

Sidenote to best actress race: I thot Woodward gave the best performance in Rachel, Rachel that yr. Both she & Newman (as director) had won the New York Film Critics & Golden Globes respectively, & while she was nom for an oscar, Newman was passed over. Woodward was so aggrieved by her husb's snub that she threatened to boycott the event; and that I guess cost her some of the votes that eventually went to Hepburn or Streisand...

Imagine the tie could've been Hepburn & Woodward instead!

September 15, 2014 | Unregistered CommenterClaran

I have this subtle joke theory that the only reason Kate tied with Barbara Striesand at that year's Oscars was because Shani Wallis (and all her Oom-Pah-Pah glory) wasn't nominated for her role as Nancy from Oliver!

April 1, 2015 | Unregistered CommenterJez

There's a subtle irony to Oliver!'s win. Peter O'Toole was at one point in the running for Fagin along with Peter Sellers and Dick Van Dyke untill it ended up going to Ron Moody. In other words O'Toole may well have been Oscar nominated regardless of whether he appeared in the royal drama or the OTT musical.

If O'Toole ended up being cast Fagin instead of Moody, would he have actually won Best Actor that year (O'Toole and Moody may have split the Golden Globe vote back then)?

April 1, 2015 | Unregistered CommenterJez

Here's a couple of Best Picture based jokes for your entertainment.

When "Reviewing the Situation", on the basis that Funny Girl and The Lion in Winter were back then the Oscar favourites, you could say that Oliver! had to "Consider Himself" a rank outsider.

On Oscar night itself he really did "Pick-a-Pocket or Two" and as a result "Oliver, Oliver" was allowed to "Rain on Funny Girl's Parade".

For Oliver! "It's a Fine Life" because the "Boy for Sale" peeled The Lion in Winter like a pear and God called it justice.

April 2, 2015 | Unregistered CommenterJez

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