Lawrence of Arabia -- 1962 -- PG

This is the longest theatrical movie I know of topping off at 217 minutes (227 with the Overture, Entr'acte and Exit Music). The theatrical edition of Return of the King only runs 200 minutes (the extended edition run 250, making it the longest overall I know of). This movie was so long, there is an intermission scripted into the movie so people get a potty break at about 140 minutes into it.

NOTE: I did learn that The Ten Commandments clocks in at 220, so it is technically longer, but it doesn't have the music, so it could go either way depending on whether you want to count the music.

That aside, this movie is very well-paced. It flows easily from point to point and T.E. Lawrence's plight is well-conceived and believable. He is a man who came from the British army to Arabia and ends up uniting several warring Arabian tribes in an effort to place Arabia under their rules instead of Britain's. 

The only complaint I have is the unbelievably long (but picturesque) riding sequences. 30 minutes could have been cut from the final product if there weren't so many camels walking across the desert shots. There was a full 7 minutes devoted to a tribe leaving their village to go to war. It got real old real fast. 

Beyond this, however, it did earn a well-deserved best picture award in 1962, along with 6 others and proves to be overall a very good film.