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The Magnificent Ambersons

by Glenn Erickson Dec 18, 2018

Hollywood’s most tragic ‘mangled masterpiece’ gets a new lease on life with this special edition of what could have been Orson Welles’ greatest film, had RKO not intentionally destroyed it to sully the stature of the unlucky Boy Genius. The movie can’t be reconstructed but its reputation can be restored — the story of the demise of a powerful industrial family would have been a dramatic powerhouse, perhaps more impressive than Citizen Kane.

The Magnificent Ambersons
The Criterion Collection 952
1942 / B&W / 1:37 flat Academy / 88 min. / available through The Criterion Collection / Street Date November 27, 2018 / 39.95
Starring: Joseph Cotten, Dolores Costello, Anne Baxter, Tim Holt, Agnes Moorehead, Ray Collins, Erskine Sanford, Richard Bennett.
Cinematography: Stanley Cortez
Film Editor: Robert Wise
Original Music: Bernard Herrmann
From the novel by Booth Tarkington
Screenplay, Production and Direction by
Orson Welles


Orson Welles’ The Magnificent Ambersons is probably the most mourned ‘lost’ title in American film history. It was seriously maimed by a vindictive RKO, that did most everything it could to erase the Boy Wonder Welles’s memory from the studio lot. While Welles was away in Brazil, the movie was partly re-shot and re-edited, turning a 131-minute Americana epic into an 88-minute programmer suitable for a quick playoff. Three years before Welles had been touted as a genius, the man who would transform movies and make RKO the most successful studio in town. In 1942 the company’s new trade show motto became ‘Showmanship in Place of Genius.’ Welles was shaken off like a bad hangover.

Critics have generated reams of fascinating detail and analysis for Ambersons, but it still remains a film known mainly by hardcore Welles fans. I’ll do what I can for potential viewers likely not to be charmed by lofty film-speak. It’s not an easy sell to a generation or two unwilling to watch movies in B&W: Welles’ movie takes active concentration to properly appreciate.


Some of the most interesting movies are ‘broken monuments’ that could have been great, for various reasons. I’ve picked apart the fascinating western Major Dundee from a dozen angles. But Ambersons’ fate is far more tragic. Orson Welles did finish an approved cut, which existed long enough to be previewed twice. RKO destroyed it at the preview stage. The eventual release version was cut by over 40 minutes, with new scenes added by others.

I only became a fan of the ‘ghost’ cut of The Magnificent Ambersons after a special screening in college. I’d seen a 35mm print at the County Museum, and like most viewers became confused by a very strong story that just turned to mush at the finish. Welles introduces us to an ‘Americana’ small town social scene that was swept away by the 20th century, when new technology and private enterprise overwhelmed old industries run by a closed system of Owners and Bosses. Citizen Kane is dominated by an audacious style and Orson Welles’ innovative cinematic storytelling devices. In Ambersons the director’s talent and taste are harnessed to communicating the delicate graces of a bygone age that touched Welles’ childhood. The visual transitions are keyed to a small-town America where where the day-to-day politics of a few Big Families was everything, and gossip on the street was the main source of information. Courtliness, tradition and class privilege were more pronounced, and the social rules were far more rigid. Aiding in every respect is the versatile music of Bernard Herrmann, which glides from delicate waltzes for the Ambersons at their best, to eerie ruminations over scenes showing the grim industrial transformation of the town they once ruled.


Welles’ story is not an exposé of small-town vices and secrets, as one could describe the strange Sam Wood movie Kings Row. If it’s nostalgia for an earlier age, it’s a cruelly melancholy nostalgia. The fall of the once-powerful Minafers and Ambersons is like an extinction of dinosaurs. The reigning family head has bad luck with finances, and his eventual widow, the beautiful Isabel (Dolores Costello) probably doesn’t realize that the family fortune is dwindling. The dominant Minafer left in charge is Isabel’s selfish, intolerant son George (Tim Holt). George was a brat as a child, and as an adult personifies the worst qualities of the old guard upper class. He has no intention of working; a business or a profession is below him. George alienates his possible fianceé Lucy Morgan (Anne Baxter) and intimidates his Aunt Fanny Minafer (Agnes Moorehead). The main tragedy is a possible romance between Isabel and Lucy’s widowed father Eugene Morgan (Joseph Cotten). The furiously possessive George hates everything Eugene stands for, especially his growing horseless carriage company, and will have none of this ‘commoner’ trying to break into the all-important family. George behaves as if the suitor is a disgustingly vulgar threat, and Isabel cannot make herself go against her son’s wishes. George’s lies and Fanny’s jealousy — she’s infatuated with the handsome Eugene as well — drive away Isabel’s one chance for happiness.

The Magnificent Ambersons is not as cinematically aggressive as Welles’ visual lexicon Citizen Kane. The directorial flourishes focus on the construction of a vision of a past that in 1942 was only forty years gone. Brief, tableau-like scenes are used impressionistically, sketching a social structure in which the wealthy enjoy special privileges but are restricted in other ways. Eugene cannot simply storm into the Amberson mansion, knock George aside, and joyfully carry Isabel away. The people of 1900 are made of the same stuff as the people of 1942, but the rules are different.

Orson Welles’ early play-acting and theater work showed him to be fascinated by age and aging, and  Ambersons dark vision of American social discrimination presents four generations struggling to coexist in peace. Although some have the benefit of clear heads and experience, they know they’re no wiser than the young. Things become cruelly clear when their influence has gone; as Eugene says, “Forty can’t tell twenty about this. Twenty can find out only by getting to be forty.” Isabel and Aunt Fanny aren’t really that old, but Fanny becomes frantic when she senses the loss of control over her future. Isabel is a virtual prisoner. Her dreams of a life with Eugene are destroyed by her own son’s ‘protection.’ Gothic curses are unnecessary when bad family relationships place individuals in psychological traps.


The first half of The Magnificent Ambersons reportedly doesn’t have that many cuts; even Orson Welles enjoyed re-watching it up to a certain point. Rewrites, reshoots and re-editing by Fred Fleck, Robert Wise, Joseph Cotten and Jack Moss make a hash of the second half. The Welles scenes retained for the second half are isolated, reducing the gradual disintegration of the Amberson/Minafer household to a few jarring incidents. The new (dis)continuity strips the characters of their depth. George suddenly drops his elitist illusions and acquires an ability to face adversity. Instead of gradually wilting over a series of disappointments and economic setbacks, Agnes Moorehead’s Fanny is rushed into an hysterical breakdown scene. The  unsatisfactory finish offers an insipid ‘uplifting’ wrap-up speech. We’ve all seen movies with substitute conclusions, tacked-on because an actor died (Jean Harlow in Saratoga) or because the ‘real’ ending was rejected (Caught). Ambersons’ weak finale is even less convincing.

We’re told that some of the forty missing minutes focused on the transformation of the town into the modern age, choked by Progress in the form of polluting industries that literally blacken the sky with coal smoke. The ambivalence still remains, mainly in Eugene Morgan’s speech in which he agrees with George’s assertion that maybe ‘automobiles had no business to be invented.’ A brief tour of downtown near the finish, with Orson Welles’ narration talking about a strange city that ‘befouled itself and darkened its skies’ as it spread, was once only one of a series of scenes contemplating the changes that make irrelevant  the once-powerful Amberson-Minafers.


The reason I became a Magnificent Ambersons booster was an afternoon UCLA film school seminar around 1974, with associate professor David Bradley (yes, the same David Bradley from Talk about a Stranger and Madman of Mandoras). Bradley projected a specially prepared 16mm print of Ambersons. It had perhaps thirty or forty strips of red leader spliced in, which enabled the projectionist to stop the film at each point where something had been cut out, or when the finished film deviated from the continuity of the long-lost preview cut. Every time the projector stopped, Bradley would explain what was missing and read the missing dialogue, filling in the missing scenes. This gave us an approximation of the impact of Welles’ original cut. Once we had the characters memorized, we were fascinated. It took extra minutes to get through the still-magnificent ballroom party scene. Robert Wise’s expert editing had found ways to shorten some conversations and remove others from the continuity. Bradley also showed where a sweeping, extended camera move had been truncated.

The second half of the ‘exploded’ screening was practically a recital of missing script scenes. I don’t remember much more; I think that Robert Wise had re-ordered at least one scene, David Bradley had made it follow the script continuity again. But it became obvious that the careful storytelling in the film’s first half would have continued to an enormous dramatic payoff. The last third of the remaining picture is barely more than a series of ‘orphaned’ bits of scenes.

Watching the show in this way took almost three hours. By the finish I was convinced that Ambersons had been an even more impressive accomplishment than Citizen Kane. Although as impressed as anyone else, I never warmed up to the highly unsympathetic ‘great man’ Charles Foster Kane. When he suffers, it’s only for himself, nobody else. No flourishes of grand tragedy could make me care about his fate. Ambersons we care very much about everybody, even the ‘villain’ George Minafer. Even in its shortened version, we realize that George’s trouble springs from his obsessive notion of family pride. The fates of George, Isabel, Eugene, Fanny, and Lucy Morgan become personal issues, as we recognize the same kinds of relationship problems in our own lives.

One must dig into film history and studio politics to understand how and why a studio throws away a masterpiece. The bottom line is that RKO was willing to cut off its nose to spite its face. Ambersons reportedly had one bad preview and one very positive preview, but RKO was determined to tear it apart to show the industry (and William Randolph Hearst?) that Welles was finished. With the original version gone, nobody could refute the studio’s story that it simply didn’t play well. Sure, the timing of Ambersons didn’t help either. It may not have been the kind of upbeat entertainment audiences wanted, three months into WW2 with nothing but bad news on the war fronts. Had Welles made Ambersons before Kane, it would likely have won much more acclaim, giving Welles a stronger footing and allowing him to survive as a studio filmmaker.

Sometimes the pieces exist to put a director’s cut back together, long after producers and distributors have done their damage: Max Ophuls’ Lola Montès, Samuel Fuller’s The Big Red One. A copy of the preview cut — still a work in progress — was reportedly shipped to Welles in Brazil, but it has yet to surface. I once resented editor Robert Wise for not disobeying RKO, and securing an uncut Ambersons in some safe place. Endlessly asked about the situation, Wise would explain that Welles himself was consulted on the mandated re-cut. Wise was a company man and for many years the ideal producer’s director. His editing achievement on The Hunchback of Notre Dame might have earned him a quicker route to directing, if it weren’t for his association with Welles.


Why couldn’t Wise have ‘done the right thing,’ and spirited a print of Ambersons out the studio gates? That’s what the editors of Pat Garrett and Billy the Kid (1973) did, to protect Sam Peckinpah’s cut from studio interference. I have to remind myself that studios operated very differently in the Golden Age — films in production were closely watched, and department chiefs saw that front office edicts were carried out to the letter. Orson Welles’ professional reputation likely carried little weight with the punch-clock employees on the RKO payroll, and why would anybody risk their job over an individual movie?

What impresses in The Magnificent Ambersons now? I’m moved by the performances. Tim Holt was a cheerful star’s son whose experience was mostly limited to charming B westerns that didn’t tax his talent. Yet he carries a big part of this one with great skill. Viewers that know nothing of Dolores Costello should see her with George O’Brien in Michael Curtiz’ silent epic Noah’s Ark— they’re the only silent-movie stars that look like they could play Marvel superheroes. Joseph Cotten and Agnes Moorehead are also memorably affecting. Despite the axe taken to her character arc, Moorehead was nominated for an Academy Award.

We’re now struck by how well the elegant party-ballroom scene plays, even after being cut. The long takes and camera moves are effortless, invisible, the opposite of show-offy. The blocking of the actors is some of the best ever — complex yet natural. The snow scene that follows is a beautiful comparison of a horseless carriage that won’t start, to a sleigh that belongs in a timeless postcard — or a Kane- like snow globe miniature. The contrast is heightened by changes in Bernard Herrmann’s music.

Incidentally we’re told that Herrmann wouldn’t take a credit on Ambersons, after the film’s mutilation. At least somebody seems to have recognized that an artistic crime was being committed.


The Criterion Collection’s Blu-ray of The Magnificent Ambersons is a new 4K digital restoration of this ‘challenging’ classic, made from a fine grain held by the Museum of Modern Art. The show didn’t reach DVD until 2012, when fans were resentful that Warners hadn’t produced a full roster of extras. Unless the viewer is already a well-read student of Orson Welles, explanatory extras really are necessary for this show.

Criterion’s producer Issa Club has assembled the best scholars around to take on the story of this tragic, problem-ridden masterpiece. Some of Peter Bogdanovich’s audio interviews are present. There’s a lot to be learned about the show and I’m going to take them all in — I have no way of knowing how well informed David Bradley was back in 1974. The full list is below.

The excerpt from The Dick Cavett Show is entertaining; Welles shares the stage with a suitably awestruck Jack Lemmon. A surviving chunk of a silent Ambersons adaptation introduces two men vying for the heart of Isabel, and they’re so similar that it’s hard to tell them apart. Joseph McBride’s piece is a thoughtful, fair look at the political mess Welles faced at RKO. His reputation as a wasteful and profligate filmmaker was mostly a smear job.

Christopher Husted’s analysis of the Bernard Herrmann score is almost scientific. He follows through on the notion that the rising emotional arc in the first half of the film is mirrored by descending arc in the second. All I know is that the music over the two final (reshot?) scenes sounds much more like RKO’s Roy Webb.

Reviewed by Glenn Erickson

The Magnificent Ambersons
Blu-ray rates:
Movie: Excellent even if crippled
Video: Excellent
Sound: Excellent
Supplements: Separate audio commentaries with Robert L. Carringer, James Naremore and Jonathan Rosenbaum; New interviews with Simon Callow and Joseph McBride; new video essays with François Thomas and Christopher Husted. Orson Welles on The Dick Cavett Show, 1970; excerpt from a 1925 silent adaptation; audio material with Welles from the AFI and Peter Bogdanovich; Mercury Theater radio plays Seventeen and The Magnificent Ambersons. 57-page insert booklet with essays by Molly Haskell, Luc Sante, Geoffrey O’Brien, Farran Smith Nehme, and Jonathan Lethem; plus excerpts from an unfinished 1982 memoir by Welles.
Deaf and Hearing-impaired Friendly? YES; Subtitles: English (feature only)
Packaging: Card and plastic disc holder with booklet in card sleeve
Reviewed: December 16, 2018

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About Glenn Erickson

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Glenn Erickson left a small town for UCLA film school, where his spooky student movie about a haunted window landed him a job on the CLOSE ENCOUNTERS effects crew. He’s a writer and a film editor experienced in features, TV commercials, Cannon movie trailers, special montages and disc docus. But he’s most proud of finding the lost ending for a famous film noir, that few people knew was missing. Glenn is grateful for Trailers From Hell’s generous offer of a guest reviewing haven for CineSavant.