newly restored director's cut in widescreen format

stereo sound

The film is presented in two parts, separated by an intermission.

Part I

In 1935, T. E. Lawrence is killed in a motorcycle . At his memorial service at St Paul's Cathedral, a reporter tries to gain insights into this remarkable, enigmatic man from those who knew him, with little success.

During the First World War, Lawrence is a misfit British Army lieutenant stationed in Cairo, notable for his insolence and knowledge. Over the objections of General Murray, he is sent by Mr. Dryden of the Arab Bureau to assess the prospects of British ally Prince Faisal in hisrevolt against the Turks.

On the journey, his Bedouin guide is killed by Sherif Ali for drinking from a well without permission. Lawrence later meets Colonel Brighton, who orders him to keep quiet, make his assessment of Faisal's intentions, and leave. Lawrence promptly ignores Brighton's commands when he meets Faisal. His knowledge, attitude and outspokenness pique the Prince's interest.

Brighton advises Faisal to retreat to Yenbo after a major defeat, but Lawrence proposes a daring surprise attack on Aqaba which, if successful, would provide a port from which the British could offload much-needed supplies. While strongly fortified against a naval assault, the town is lightly defended on the landward side. He convinces Faisal to provide fifty men, led by a skeptical Sherif Ali. Two teenage orphans, Daud and Farraj, attach themselves to Lawrence as his servants.

They cross the Nefud Desert, considered impassable even by the Bedouins, travelling day and night on the last stage to reach water. Gasim (I. S. Johar) succumbs to fatigue and falls off his camel unnoticed during the night. The rest make it to an oasis, but Lawrence turns back for the lost man and against all odds brings him back. Sherif Ali, won over, burns Lawrence's British uniform and gives him Arab to wear.

Lawrence persuades Auda abu Tayi, the leader of the powerful local Howeitat tribe, to turn against the Turks. Lawrence's plan is almost derailed when one of Ali's men kills one of Auda's because of a blood feud. Since Howeitat retaliation would shatter the fragile alliance, Lawrence declares that he will execute the murderer himself. Stunned to discover that the culprit is Gasim, he shoots him anyway. The next morning, the intact alliance overruns the Turkish garrison.

Lawrence heads to Cairo to inform Dryden and the new commander, General Allenby, of his victory. During the crossing of the Sinai Desert, Daud dies when he stumbles into quicksand. Lawrence is promoted to major and given arms and money to support the Arabs. He is deeply disturbed, confessing that he enjoyed executing Gasim, but Allenby brushes aside his qualms. He asks Allenby whether there is any basis for the Arabs' suspicions that the British have designs on Arabia. Pressed, the general states they have no such designs.

Part II

Lawrence launches a guerrilla war, blowing up trains and harassing the Turks at every turn. American war correspondent Jackson Bentley publicises his exploits, making him world famous. On one raid, Farraj is badly injured. Unwilling to leave him to be tortured, Lawrence is forced to shoot him before fleeing.

When Lawrence scouts the enemy-held city of Daraa with Ali, he is taken, along with several Arab residents, to the Turkish Bey. Lawrence is stripped, ogled and prodded. For striking out at the Bey, he is severely flogged, and possibly raped, which is implied. He is then thrown out into the street. It is an emotional turning point for Lawrence. He is so traumatised by the experience that he abandons all of his exploits, going from having proclaimed himself almost a god, to insisting he is merely a man. He attempts to return to the British forces and swear off the desert, but he never fits in there. In Jerusalem, Allenby urges him to support his "big push" on Damascus, but Lawrence is a changed, tormented man, unwilling to return. After Allenby insists that Lawrence has a destiny, he finally relents. Lawrence naively believes that the warriors will come for him rather than for money.

He recruits an army, mainly killers, mercenaries, and cutthroats motivated by money, rather than the Arab cause. They sight a column of retreating Turkish soldiers who have just slaughtered the people of the village of Tafas. One of Lawrence's men from the village demands, "No prisoners!" When Lawrence hesitates, the man charges the Turks alone and is killed. Lawrence takes up the dead man's cry, resulting in a massacre in which Lawrence himself fully participates, with disturbing relish. Afterward, he realises the horrible consequences of what he has done.

His men then take Damascus ahead of Allenby's forces. The Arabs set up a council to administer the city, but they are desert tribesmen, ill-suited for such a task. The various tribes argue among themselves and in spite of Lawrence's insistence, cannot unite against the British, who in the end take the city back under their bureaucracy. Unable to maintain the utilities and bickering constantly with each other, they soon abandon most of the city to the British. Promoted to colonel and immediately ordered home, his usefulness at an end to both Faisal and the British diplomats, a dejected Lawrence is driven away in a staff car.

Cast

• Peter O'Toole as Thomas Edward "T. E." Lawrence. Albert Finney, at the time a virtual unknown, was Lean's first choice to play Lawrence, but Finney was not sure the film would be a success and turned it down. Marlon Brando was also offered the part, and Anthony Perkins and Montgomery Clift were briefly considered, before O'Toole was cast. Alec Guinness had previously played Lawrence in the play Ross, and was briefly considered for the part, but David Lean and Sam Spiegel thought him too old. Lean had seen O'Toole in The Day They Robbed the Bank of England and was bowled over by his screen test, proclaiming "This is Lawrence!" Spiegel disliked O'Toole, having worked with him on Suddenly, Last Summer (where O'Toole was an understudy for Montgomery Clift and considered to take over his part after Clift's alcoholism caused problems), but acceded to Lean's demands after Finney and Brando dropped out. Pictures of Lawrence suggest also that O'Toole carried some resemblance to him, in spite of their considerable height difference. O'Toole's looks prompted a different reaction from Noel Coward, who after seeing the premiere of the film quipped "If you had been any prettier, the film would have been called Florence of Arabia".
• Alec Guinness as Prince Faisal. Faisal was originally to be portrayed by Laurence Olivier; Guinness, who performed in other David Lean films, got the part when Olivier dropped out. Guinness was made up to look as much like the real Faisal as possible; he recorded in his diaries that, while shooting in Jordan, he met several people who had known Faisal who actually mistook him for the late prince. Guinness said in interviews that he developed his Arab accent from a conversation he had with Omar Sharif.
• Anthony Quinn as Auda abu Tayi. Quinn got very much into his role; he spent hours applying his own makeup, using a photograph of the real Auda to make himself look as much like him as he could. One anecdote has Quinn arriving on-set for the first time in full costume, whereupon Lean, mistaking him for a native, asked his assistant to ring Quinn and notify him that they were replacing him with the new arrival.
• Jack Hawkins as General Allenby. Sam Spiegel pushed Lean to cast Cary Grant or Laurence Olivier (who was engaged at the Chichester Festival Theatre, and declined). Lean, however, convinced him to choose Hawkins due to his work for them on The Bridge on the River Kwai. Hawkins shaved his head for the role and reportedly clashed with David Lean several times during filming. Alec Guinness recounted that Hawkins was reprimanded by Lean for celebrating the end of a day's filming with an impromptu dance. Hawkins became close friends with O'Toole during filming, and the two often improvised dialogue during takes, much to Lean's dismay.
• Omar Sharif as Sherif Ali. The role was offered to many actors before Omar Sharif was cast. Horst Buchholz was the first choice, but had already signed on for the film One, Two, Three. Alain Delon had a successful screen test, but ultimately declined due to the brown contact lenses he would have had to wear. Maurice Ronet and Dilip Kumar were also considered. Sharif, who was already a major star in the Middle East, was originally cast as Lawrence's guide Tafas, but when the above actors proved unsuitable, Sharif was shifted to the part of Ali.
• Jose Ferrer as the Turkish Bey. Ferrer was initially unsatisfied with the small size of his part, and accepted the role only on the condition of being paid $25,000 (more than O'Toole and Sharif combined) plus a factory-made Porsche. However, he afterwards considered this his best film performance, saying in an interview: "If I was to be judged by any one film performance, it would be my five minutes in Lawrence." Peter O'Toole once said that he learned more about screen acting from Ferrer than he could in any acting class.
• Anthony Quayle as Colonel Harry Brighton. Quayle, a veteran of military roles, was cast after Jack Hawkins, the original choice, was shifted to the part of Allenby. Quayle and Lean argued over how to portray the character, with Lean feeling Brighton to be an honourable character, while Quayle thought him an idiot.
• Claude Rains as Mr. Dryden. Rains had previously worked with Lean on The Passionate Friends. Lean considered Rains one of his favourite actors and was happy to work with him again.
• Arthur Kennedy as Jackson Bentley. In the early days of the production, when the Bentley character had a more prominent role in the film, Kirk Douglas was considered for the part; Douglas expressed interest but demanded a star salary and the highest billing after O'Toole, and thus was turned down by Spiegel. Later, Edmond O'Brien was cast in the part. O'Brien filmed the Jerusalem scene, and (according to Omar Sharif) Bentley's political discussion with Ali, but he suffered a heart attack on location and had to be replaced at the last moment by Kennedy, who was recommended to Lean by Anthony Quinn.
• Donald Wolfit as General Murray. Wolfit was one of O'Toole's mentors.
• Michel Ray as Farraj. At the time, Ray was an up-and-coming Anglo-Brazilian actor, who had previously appeared in several films, including Irving Rapper's The Brave Oneand Anthony Mann's The Tin Star. This was one of his last roles. Ray, under the name Michel de Carvalho, later became a prominent British businessman and, through his wife, Charlene de Carvalho-Heineken, is the majority shareholder in the Heineken brewing company, worth over £8,000,000,000 sterling as of 2002.
• I.S. Johar as Gasim. Johar was a well-known Bollywood actor who occasionally appeared in international productions.
• Zia Mohyeddin as Tafas. Mohyeddin was one of Pakistan's best-known actors, and launched a successful stage career in London after this film's success. Most famously, he played Dr Aziz in the stage and TV adaptation of A Passage to India in the late 1960s.
• Gamil Ratib as Majid. Ratib was a veteran Egyptian actor. His English was not considered good enough, so he was dubbed by Robert Rietti in the final film.
• John Dimech as Daud. Dimech was a waiter from Malta. His only prior film appearance was in 1959's Killers of Kilimanjaro.
• Hugh Miller as the RAMC colonel. Miller worked on several of Lean's films as a dialogue coach, and was one of several members of the film crew to be given bit parts (see below).
• Fernando Sancho as the Turkish sergeant. A well-known Spanish actor, best remembered for his roles in many spaghetti Westerns.
• Stuart Saunders as the regimental sergeant major
• Jack Gwillim as the club secretary. A well-known English actor often playing supporting roles in British war films, Gwillim was recommended to Lean for the film by close friend Anthony Quayle.
• Kenneth Fortescue as Allenby's aide
• Harry Fowler as Corporal Potter
• Howard Marion-Crawford as the medical officer. Marion-Crawford was cast at the last possible minute, during the filming of the "Damascus" scenes in Seville.
• John Ruddock as Elder Harith. Ruddock was a noted Shakespearean actor.
• Norman Rossington as Corporal Jenkins
• Jack Hedley as a reporter
• Henry Oscar as Silliam, Faisal's servant. Oscar frequently played non-European parts, including the Sudanese doctor in The Four Feathers (1939).
• Peter Burton as a Damascus Sheik

Various members of the film's crew portrayed minor characters. First assistant director Roy Stevens played the truck driver who transports Lawrence and Farraj to the Cairo HQ at the end of Act I; the Sergeant who stops Lawrence and Farraj ("Where do you think you're going to, Mustapha?") is construction assistant, Fred Bennett; and screenwriter Robert Bolthas a wordless cameo as one of the officers watching Allenby and Lawrence confer in the courtyard (he is smoking a pipe). Steve Birtles, the film's gaffer, plays the motorcyclist at the Suez Canal; David Lean himself is rumored to be the voice shouting "Who are you?" Finally, continuity girl Barbara Cole appears as one of the nurses in the Damascus hospital scene.

The film is unusual in that it has no women in credited speaking roles.

Nonfictional characters

• T. E. Lawrence
• Prince Faisal
• Auda ibu Tayi
• General Allenby
• General Murray
• Farraj and Daud, Lawrence's servants
• Gasim, the man Lawrence rescues from the desert
• Talal, the man who charges the Turkish column at Tafas

Fictional characters

• Sherif Ali: A combination of numerous Arab leaders, particularly Sharif Nassir—Faisal's cousin—who led the Harith^{[disambiguation needed]} forces involved in the attack on Aqaba. The character was created largely because Lawrence did not serve with any one Arab leader (aside from Auda) throughout the majority of the war; most such leaders were amalgamated in Ali's character. This character was, however, almost certainly named after Sharif Ali ibn Hussein, a leader in the Harith tribe, who played a part in the Revolt and is mentioned and pictured in T.E. Lawrence's memoir Seven Pillars of Wisdom.
• Mr Dryden: The cynical Arab Bureau official was based loosely on numerous figures, including Sir Ronald Storrs, who was head of the Arab Bureau and later the governor ofPalestine. It was largely Storrs' doing that Lawrence first met Faisal and became involved with the Revolt. This character is also partially based upon Lawrence's archaeologist friend, D.G. Hogarth, as well as Mark Sykes and Henry McMahon, who historically fulfilled Dryden's role as a political liaison. He was created by the screenwriters to "represent the civilian and political wing of British interests, to balance Allenby's military objectives."
• Colonel Brighton: In essence a composite of all of the British officers who served in the Middle East with Lawrence, most notably Lt. Col. Stewart F. Newcombe. Newcombe played much the same role as Brighton does in the film, being Lawrence's predecessor as liaison to the Arab Revolt; he and many of his (description exceeds maximum possible length)