Tower of London is a 1939 black-and-white historical film directed and produced by Rowland V. Lee. It stars Basil Rathbone as the future King Richard III of England, and Boris Karloff as his fictitious club-footed executioner Mord. The film is based on the traditional depiction of Richard rising to become King of England in 1483 by eliminating everyone ahead of him. Each time Richard accomplishes a murder, he removes one figurine from a dollhouse resembling a throneroom. Once he has completed his task, he now needs to defeat the exiled Henry Tudor to retain the throne. Tower of London was developed years before production began when Rowland V. Lee travelled to the United Kingdom to do research for a historical film and came up with the idea of developing a film about Richard III of England. Pressure was put on Lee to direct the film on time and on budget as his last two pictures had gone over budget and were not completed on schedule. Lee had problems when filming two battle scenes in the film which involved 400 extras when all their costumes were damaged by the studio rain machine. Production went over-budget and led to Lee making a deal with Universal to complete all scenes with the higher costing cast members early to finish the film. Plot In the 15th century Richard Duke of Gloucester, aided by his club-footed executioner Mord, eliminates those ahead of him in succession to the throne, then occupied by his brother King Edward IV of England. As each murder is accomplished he takes particular delight in removing small figurines, each resembling one of the successors, from a throne-room dollhouse, until he alone remains. After the death of Edward he is heir to the Crown of England and consequently becomes Richard III, King of England, and need only defeat the exiled Henry Tudor to retain power. Cast Production Pre-production Tower of London was originally conceived years before production when the producer and director Rowland V. Lee travelled to England to do research for an epic that involved British history. Lee's brother, Richard N. Lee then came up with the idea of developing a film about Richard III of England, with Richard later explaining that "we agreed that we wanted to use the roughest, most hard-boiled period of all time, Row was for the Stuart era but I held out for the time of Richard".