The Magnificent Ambersons (1942) Written and Directed by Orson Welles. Joseph Cotten, Dolores Costello, Anne Baxter, Tim Holt, Agnes Moorehead. (88 min.)

The Magnificent Ambersons is one of the great lost masterpieces of cinema history. Orson Welles’ post-Citizen Kane contract with RKO didn’t allow him the final cut. But what if he had been able to edit as he wanted? What if he hadn’t gone precipitously to Brazil to make It’s All True? What if the studio hadn’t gotten cold feet after a disastrous preview? What if RKO hadn’t destroyed the excised footage? Since the film is about change, destruction and loss, how does the existing version speak with its own damaged voice?

Booth Tarkington’s novel won the Nobel Prize for literature in 1918 and was the center of the “Growth” trilogy that charted the industrialization of Indianapolis, Indiana. Tarkington had been a friend of Welles’ father, and Welles was attracted to the story partly because of both the family connection and the evocation of his own Midwestern boyhood. His father had been a successful inventor (of bicycle headlamps) who courted and won a socially prominent beauty; perhaps Tarkington was even inspired by Welles’ father’s story. Welles also said his father claimed to have broken the bank at Monte Carlo, the reason for the inclusion of the song in his film, but “The Man Who Broke the Bank at Monte Carlo” is also in the novel. To persuade RKO head George Shaefer to approve The Magnificent Ambersons as a follow-up to Kane, Welles played the Mercury Theater of the Air version, and always claimed Schaefer fell asleep while listening to it. But Shaefer greenlighted the expensive project even though no RKO film was supposed to be budgeted at over $750,000.

On the radio, Welles had played the imperious, spoiled George Amberson Minifer. But he was heavier than he had been in Citizen Kane, and said he looked too old for the part. Robert L. Carrington suggests that Welles’ age difference from George was not as great as Joseph Cotten’s or Dolores Costello’s from their characters and speculates instead that the autobiographical and Oedipal threads of the script were too intense for Welles to be able to deal with acting George Minifer on film. Welles adapted the screenplay from the radio script (although the latter lacked the pivotal character of Aunt Fanny) which in turn was a close rendering of the novel. Much of the dialogue was transcribed almost intact, and Welles read some of the descriptive passages as narration. The film deviates little from the bulk of the novel, which ends half-heartedly with a séance and a hopeful message from the dearly departed.

He thriftily assigned RKO contract player Tim Holt the lead. Welles told Peter Bogdanovich in This is Orson Welles, he was “one of the most interesting actors that’s ever been in American movies, and he decided to be just a cowboy actor. Made two or three important pictures in his career but was very careful not to follow them up—went straight back to bread-and-butter Westerns.” V. F. Perkins, in the British Film Institute monograph on The Magnificent Ambersons, says Holt stands “at the film’s center as an unvarnished figure of youthful self-obsessions, maladroit, self-righteous, humourless and insensitive–like many of us at that (or any) age, but not what we expect of a movie hero nor of the object of the leading ladies’ affections.” Holt seems devoid of the actor’s vanity that insists on making his character charming or ingratiating. He’s a selfish brat, sure of his entitlement and incapable of kindness. He heartlessly destroys his mother’s happiness, and inadvertently, his own chance for a secure future, in a deluded attempt to protect her “good name.” His devotion to his mother is mirrored by Lucy’s devotion to her father, so the parallel love stories are not just youth and maturity, but mother/son and father/daughter. Had Welles played the part, his flamboyant charisma would have made George a more sympathetic character and could have diminished Joseph Cotten’s Eugene Morgan in comparison.

Anne Baxter horrified her family (she was Frank Lloyd Wright’s granddaughter) by her youthful acting ambitions. She’d been on stage since she was 13 and made 4 films by 1942, having just missed out on the Joan Fontaine part in Rebecca. She plays Lucy with a bright spark of intelligence missing in so many ingenues. She baits and teases the obtuse George, who is infatuated without knowing anything about her. What a relief that she doesn’t yield to him just because he’s supposed to be the hero. Her tartness is undermined by studio tampering, not just in the sappy ending, but in a single tearful close-up after George’s farewell, obviously inserted later because her ringlet hairstyle doesn’t match Welles’ footage.

Dolores Costello plays George’s mother with a touching fragility. Her father, Maurice Costello, was a matinee idol of stage and screen in the first years of the century. Dolores and her sister Helene began in films as children in their father’s productions. Her greatest success in the silent era was as Captain Ahab’s sweetheart in The Sea Beast (don’t look for her character in Melville’s Moby Dick). She married her leading man, John Barrymore, and starred in a number of films in the late 1920s. As a former silent screen ingenue, she brings another kind of nostalgia to Isabel Amberson, that of a vanished era of film making.

Joseph Cotton may not have the dedicated cult following of many actors, (although no lack of internet fan sites) but he, as always, is understated and superb. Citizen Kane, Shadow of a Doubt or The Third Man are unimaginable without him. He’d known Orson Welles from both stage and radio, or as he put it in his delightful autobiography, Vanity Will Get You Somewhere, “When I first met Orson, he was a free soul, having just lost the binding title of Child Prodigy during adolescence, and having not yet had the more mature title of Genius thrust upon him.” They bonded over a giggling fit on an early radio show and remained friends throughout the perambulations of Welles career. Citizen Kane was Cotten’s first film, and The Magnificent Ambersons, his third.

Agnes Moorehead’s Aunt Fanny was derided in the early previews. Her plainness, pitiable pride, thinly veiled feeling for Eugene and later financial desperation are sometimes difficult to watch. Modern audiences may not be aware of Fanny’s financial vulnerability. The death of her brother and his wife leave her totally dependent on George’s charity, and he has little affection for her. Her panicky scene in the kitchen after the family fortunes have evaporated reflects this fear, since her inability to get (or want) a job or a husband might literally have relegated her to the poorhouse. There are few cinematic parallels to her raw emotion, first in pallid substitute scenes shot by Mercury Theater business manager Jack Moss, and then, with the insertion of Welles’ powerful footage, the contrasting shadows deepen with Fanny’s hysteria and the camera pulls away in a startling shot through the swinging kitchen door.

I was fortunate to see The Magnificent Ambersons as it was meant to be shown, during the 4th annual Doubletake Documentary Film Festival, where it was programmed by Kent Jones of the Film Society of Lincoln Center as part of a “Fast Forward–2001” series. It was a richly beautiful print, projected on the screen of a refurbished 1920s vaudeville house/cinema. Each time a classic film is shown in a theater, it may be the last time. One can no longer say, “Oh, I’ll see it on the big screen some other time.” Although I’d seen it several times on tv and video, I’d never really seen it. While I was writing this piece, TCM showed the film on Joseph Cotten’s birthday (May 15). Not only does the tv flatten the breathtaking scenic depth, but in formatting to fit the small screen the meticulous compositions are vandalized. The Magnificent Ambersons opens with a paean to days gone by, the edges of the frame blurred, as if seeing an old photo. This effect is completely cropped off the tv. I was puzzled at first, seeing the film on a big screen, since I had never seen this effect in previous viewings.

The remains of The Magnificent Ambersons are amazing. The elegiac tone of the earlier scenes turns to despair towards the end; for the characters and for the viewers who can’t help but discern the flat lighting, unimaginative direction and the weak scriptwriting of the RKO hacks, desperately trying to conjure a happy ending. The film was budgeted at under a million dollars, and came in at over a million dollars, largely because of the elaborate set of the Amberson Mansion, which Welles envisioned as a house in which the camera would wander as if a character, itself. Gregg Toland, the visionary cinematographer of Citizen Kane was unavailable, and Welles used Stanley Cortez, with whom he was much less sympatico, partly because he was much more deliberate in his camera set-ups than the speedy Toland. But Cortez reimagined the techniques devised by Welles and Toland in Kane, and his photography is breathtaking.

The evocative lighting, with deep velvety blacks and dramatic shadows portray a self-contained world. The Amberson Mansion’s dramatic three-story staircase and deep focus create an otherworldly aura. Welles doesn’t constantly cut back and forth between close-ups. A seemingly straightforward scene in which George wolfs strawberry shortcake in the kitchen while listening to his Aunt Fanny becomes mesmerizing. A rainstorm pounds the windows of the vast room, as the scene goes on without cuts, George baiting his aunt and tolerating her only as long as his own appetites are being satisfied. It gave me chills, although I didn’t realize until I began reading about the film that this is a famous and much rhapsodized scene. In the original previews, it provoked more laughter than any other and was swiftly excised by the studio. Welles begged for it to be restored, trading off other scenes in the process. On tv, the effect is blunted by the uniformly dark, cropped image.

There was a famous, disastrous preview, described in detail in all of Welles’ biographies, take your pick. Barbara Leaming is good, and Rosebud by David Thomson, and you can’t go wrong with This is Orson Welles by Peter Bogdanovich, edited by Jonathan Rosenbaum. But editor Robert Wise, who shot much of the inserted footage, sensed trouble before that first preview and had already sent Welles a cautionary letter warning that editing changes were imminent. The cuts, shown by a reading of the reconstructed script by Robert L. Carringer (who is in the “Orson destroyed himself” camp) outlines not just a butchering of the tour-de-force sequences, but destruction of the plot coherency and character motivation, as well. Welles was unforgiving of the changes Wise supervised and said later, “You can never be too hard on Robert Wise.” He felt others in his circle had been disloyal, including the actors who participated in the new scenes, hoping to help RKO and Welles salvage the project. Composer Bernard Herrmann was incensed that a studio composer had rewritten part of his score to make the music more cheerful and took his name off the film. Welles spoke the credits at the end of the film, to link them to the spoken credits his audiences enjoyed on his radio programs.

Everyone is itching for Georgie Minifer to get his “comeuppance;” has since he was a boy. More than one biographer has remarked that plenty of folks in Hollywood yearned for Welles to get his comeuppance, too. That The Magnificent Ambersons turned out to be both George Amberson Minifer’s and George Orson Welles’ was an irony not lost on the latter. There is a whole shelf of Welles biographies, and their authors take sides. Was Welles a victim of the studio system, genuinely trying to play by the rules but undermined by scheming Philistines, or was it all his own fault? Did The Magnificent Ambersons erode because of Welles’ erratic character, or because RKO, distressed by Citizen Kane‘s shaky grosses and Welles’ downbeat vision, sabotaged him in a hope of recouping some of their considerable investment by double billing it with Mexican Spitfire Sees a Ghost?

Welles was still dreaming of completing it his own way 20 years later, with a filmed epilogue starring an older Cotten, Baxter, Moorehead and Holt. What a tantalizing thought! Equally tantalizing is VF Perkins’ dream that somewhere are the lost seven reels, with that last long tracking shot through the decayed mansion, mirroring the ball scene, through those three soundstages dressed with 9000 props. He says that, like the Rules of the Game or Vertigo, The Magnificent Ambersons is a film that requires multiple viewings, “the thrills and rewards of criticism come from trying to rise to achievements we know to be larger than our understanding.” Or, as Joseph McBride puts it more succinctly, “The Magnificent Ambersons was a film for the ages, not a movie for 1942.”


Director Alfonso Arau (Like Water for Chocolate) completed a 2002 version of The Magnificent Ambersons for A&E TV, promoted as using Welles’ original shooting script. It is my sad (but not unexpected) duty to tell you that it’s truly dreadful. On the positive side, the changes taking place in the town, the encroachment of the city, the selling off of the Amberson estate, the pressures of commercial development are contrasted with the declining family fortunes in a more comprehensible fashion. But where is that much anticipated tracking shot of the ruined mansion to contrast the glitter of the ball? And isn’t that the happy ending that Welles disavowed? Worst of all, the acting is horrendous, Jonathan Rhys Meyers George Minifer is a twitching, pouty nincompoop, making Tim Holt look like Sir Laurence Olivier in comparison. And, that heavy handed incest thing, and the bare behind…oh, please! There is a horrified fascination watching the current cast repeat familiar lines with their comparatively slender talents. A couple of arresting images stand out, the waltz in the snow at the beginning for example, but every scene, every speech is undermined by pedestrian staging and shot composition. 

(Fan magazine photos of Cotten and Baxter from anonymous movie star scrapbooks c. 1942. Baxter is in costume as Lucy Morgan)