Filmsite Movie Review 100 Greatest Films
The Magnificent Ambersons (1942)
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The Magnificent Ambersons (1942) is the legendary Orson Welles' second film - another audacious masterpiece. It was produced, directed, and scripted (but not acted in) by Welles, a follow-up film one year after his masterful classic Citizen Kane (1941). It was based on Booth Tarkington's 1918 Pulitzer Prize-winning novel of the same name, and had been filmed earlier as a black and white silent film from Vitagraph under the title Pampered Youth (1925). One poster summarized the tale:

A Startingly Real, Richly Human Story of the Most Fascinating Family in Literature

This film's screenplay was written by Welles in only nine days. He had first adapted the story for a CBS-radio broadcast (Campbell's Playhouse) with his Mercury Theatre in the fall of 1939, featuring Walter Huston as Eugene Morgan and Welles himself as George Minafer. He used his regulars from Mercury Theatre within this production: Joseph Cotten, Agnes Moorehead and Ray Collins (the only actor in the film who also appeared in the radio version).

Although the beautiful, near-masterpiece film is rich in cinematic technique (overlapping dialogue, deep focus cinematography and magnificent lighting, fluid dolly and truck shots, innovative crane shots, iris in-out openings and closing of scenes, long takes, etc.) and layered with complexity and subtle meaning, in its initial preview screening, it was a disastrous flop for its emotionally-downbeat mood, and because of its focal point: a spoiled brat (played by B-Western actor Tim Holt) of the town's richest family and later, as a conceited young man.

Ambersons' public previews (in Pomona, California) were considered a disaster due to its being inappropriately double-billed in its premiere showing with a B-comedy starring Lupe Velez titled Mexican Spitfire Sees a Ghost (1942), and because of its original depressing ending. Worried about its financial viability and the unreleasable nature of the film, RKO studios, in Welles' absence while he was in Brazil, proceeded to drastically cut the film, from its originally-edited, first-cut length of 131 minutes down to a mere 88 minutes of both original and reshot footage. More than 50 minutes of original footage were removed - over a third of Welles' original footage, by shortening extended tracking shots, and eliminating or drastically abbreviating other scenes. With a tacked-on, optimistic ending, and with the addition of rewritten/reshot portions of film without the director's approval (under the supervision of editor Robert Wise), it was re-released, and all surviving footage from the original film was destroyed (to prevent any efforts at reconstruction).

The remaining, damaged skeleton of a film suffers from disconnectedness and choppiness after its first half, but the film is still remarkable for its acting and visual style, Welles' memorable voice-over narration, Stanley Cortez' cinematographic use of light and shadow, Bernard Herrmann's uncredited musical score, and the extraordinary set construction for the interior of the Ambersons' mansion. [Other films in American film history have been similarly 'ruined' and damaged by studio intervention:

In spite of controversies surrounding the film, it was still nominated for four Academy Awards: Best Picture, Best Supporting Actress (Agnes Moorehead), Best Black and White Cinematography (Stanley Cortez), and Best Black and White Interior Decoration.

The story of the film spans two generations (about twenty-five years), and is set at the turn of the century in an upper-middle-class Midwestern American town [Indianapolis, Indiana - identified by the front page of the Indianapolis Inquirer at the end of the film]. This tale is set against the social decline, ruin and fall of the aristocratic Amberson family at the turn of the century with the coming of the industrial age and the rise of the automobile (and the prosperous Morgan family). Industrial and technological progress parallels the decline of the fortunes of the wealthy Amberson family.

The film is centered on the ill-fated, middle-aged romance between a struggling (and ultimately prosperous) horseless carriage inventor/manufacturer (Eugene Morgan) and a beautiful, self-less, widowed Amberson matriarch-heiress (Isabel Amberson Minafer). Her selfish, buggy-driving young son (George Amberson Minafer) impedes their pairing and denies her mother's death-bed longing to see him again. A sub-plot chronicles the way in which the insufferable son courts and falls in love with Eugene's daughter Lucy (Anne Baxter), but when she insists that he choose a productive career, he breaks off the relationship. Ultimately, he receives his "come-uppance." The revised ending, in an about-face, infers that Eugene will accept an impoverished and disabled George as his 'son-in-law'. One of the film's posters briefly described the main characters:

  • Isabel - Her son censored her romance
  • Eugene - His devotion survived a scandal
  • Lucy - She wouldn't pay the price of being an Amberson
  • George - In love with himself - and a girl
  • Aunt Fanny - No one had guessed that she was in love

The story was later remade in 2001 at 150 minutes by director Alfonso Arau, aired on cable TV's A & E Network, with stars Bruce Greenwood, Madeleine Stowe, Jonathan Rhys-Davies, James Cromwell, and Jennifer Tilly.

Plot Synopsis

Stark white letters on two black backgrounds in two title cards announce:



After fading to another black screen, Orson Welles in an impressive, radio-announcer style voice-over narrates nostalgic segments taken from the first portion of Tarkington's literary work. In the film's prologue (first ten minutes), the outer perimeter of the frames are edged or rimmed with a soft-focus, faded, vignetted effect, suggesting the time period and its fashions and giving the look of old faded photographs in an album. In the film's short beginning, all the major characters are economically introduced.

The tone of the eloquent, beautiful narration chronicles youthful nostalgia and the changing pace of life in society. The film begins with a memory-image of a disappearing, magnificent age - from an earlier, gentler era of agrarianism and a landed aristocracy that was fast being replaced by the growth of industrialism, urbanism, and an industrial bourgeoisie. Welles' magisterial narration is in the left column, and the action of the film is described in the right column:


The magnificence of the Ambersons began in 1873. Their splendor lasted throughout all the years that saw their Midland town spread and darken into a city. In that town in those days, all the women who wore silk or velvet knew all the other women who wore silk or velvet and everybody knew everybody else's family horse and carriage. The only public conveyance was the streetcar. A lady could whistle to it from an upstairs window, and the car would halt at once, and wait for her, while she shut the window, ... put on her hat and coat, ... went downstairs, ... found an umbrella, ... told the 'girl' what to have for dinner...and came forth from the house. Too slow for us nowadays, because the faster we're carried, the less time we have to spare.


As the film slowly opens from a black background, there is a straight-on shot of a Gothic brick house [it is not the Amberson mansion - which is across the street], with horses and buggies passing by and respectably-costumed figures on the sidewalk. A quaint old horse-drawn streetcar from the Western-Midland Transit Co. (No. 1) pulls into view from left to right and stops in front of the house. Passengers leisurely get off and mill around, as the car waits for a neighbor of the Ambersons, Mrs. Johnson, who has signalled the car from her upstairs window with a cry of 'Yoo-hoo' (not a whistle), to come downstairs, hastily run forward and eventually to take her seat on the streetcar. Faintly, the soundtrack plays Bernard Herrmann's version of Emil Waldteufel's ' 1878 waltz Toujours ou jamais.'


[This short montage on changing male fashions was inserted here by RKO Studios into the original sequence of the prologue - slightly earlier than Welles had intended.] During the earlier years of this period, while bangs and bustles were having their way with women, there were seen men of all ages to whom a hat meant only that rigid, tall silk thing known to impudence as a stovepipe. But the long contagion of the 'Derby' had arrived; one season the crown of this hat would be a bucket, next it would be a spoon. Every house still kept its bootjack. But hightop boots gave way to shoes and Congress gaiters, and these were shaped through fashions that shaped them now with toes like box ends and now with toes like the prows of racing shells. Trousers with a crease were considered plebian; the crease proved that the garment had lain upon a shelf, and hence was ready-made. With evening dress, a gentleman wore a tan overcoat, so short that his black coat-tails hung visible five inches below the overcoat. But after a season or two, he lengthened his overcoat till it touched his heels, and he passed out of his tight trousers into trousers like great bags.


Fashions and customs of the day are rapidly being changed, in this fashion montage sequence. In a crowded saloon bar with swinging doors, men in stovepipe hats drink heartily. (Protagonists in the drama to follow - but now presented anonymously - model the older and newer styles.) Wilbur Minafer [unrealistically, this is in fact George Minafer, the only child of Wilbur] in a stovepipe hat and frock-coat sits in a boat and rows his pretty sweetheart Isabel with a parasol over her shoulder out onto a lake. A stovepipe hat is knocked off a man's head - Major Amberson's head - by a snowball, symbolic of their replacement by new, more democratic styles. Eugene Morgan (Joseph Cotten), a young representative of the new industrial bourgeoisie who narcissistically values the latest modern clothing, stands before an oval mirror and tries on two new styles of derby/bowler hats. He also uses a bootjack to try on new styles of shoes. High-top boots are soon superceded by shoes and Congress gaiters. Humorously, a vain-minded Morgan tries on more new fashions in front of a long, ornately-framed mirror - two kinds of shoes, two changes of pants (he balances on one leg as he struggles to put them on), and he models two fashionable evening overcoats (with accompanying baggy trousers). Morgan leaves his front door, bearing a smartly-wrapped gift package under his arm.


In those days, they had time for everything: Time for sleigh rides, and balls, and assemblies, and cotillions, and open house on New Years, and all-day picnics in the woods, and even that prettiest of all vanished customs: the serenade.


It is now wintertime as the seasons pass by very rapidly - a counterpoint to the notion that "they had time for everything." The house is pictured with snow on its roof. Horse-drawn sleighs pass the front gates from left to right. Boys throw snowballs at each other. As the serenade is mentioned, the season dissolves and is transformed into the season of spring and then summer and then to twilight on a moon-lit summer night. The house is strung with pretty lanterns. Then, the image turns dark, the moon disappears, and the only light that glows is on the left of the frame.


On a summer night, young men would bring an orchestra under a pretty girl's window, and flute, harp, fiddle, cello, cornet, bass viol would presently release their melodies to the dulcet stars.


One summer evening, Eugene runs with his bass fiddle and a group of other youthful musicians with their instruments into the foreground to serenade Isabel Amberson under her window. But he is a little drunk and tipsy - he trips and rolls over backwards, making a clown of himself as he crunches and splinters his bass viol beneath him (in obvious contradiction, the narration speaks of the release of melodies to the dulcet stars). At the upstairs window behind lace curtains, Isabel witnesses the spectacle when he disgraces himself and is sprawled before her. The young man looks up to appeal to the woman at the window with lace curtains - she is amused, but because she is an Amberson, she is displeased by the awkward display. She frowns and turns away reprovingly, withdrawing and spurning Eugene. (Visually, Eugene's disappointing collapse outside the house speaks volumes about the nature of his courtship for Isabel and his long-term relationship with her for the next generation.)

[This next scene should have immediately followed the men's fashion montage in the prologue, with Eugene dressing himself up - and leaving his front door - to look good and call for Isabel after the embarrassing incident on her front lawn.]

Against so homespun a background, the magnificence of the Ambersons was as conspicuous as a brass band at a funeral.

Eugene Morgan walks along the street (Amberson Blvd.) in daylight. He bears a smartly-wrapped gift package under his arm for a lady. At the Amberson gate, he doffs his hat toward "us" and toward various townsfolk. Like a Greek chorus [one of whom is Agnes Moorehead who plays Aunt Fanny], they narratively comment on the many splendors of the Amberson dwelling, inhabited by the richest family in the town:

There it is, the Amberson mansion. The pride of the town...Sixty thousands dollars worth of woodwork alone. Hot and cold running water, upstairs and down. And stationary washstands in every last bedroom in the place.

Eugene approaches the Amberson's front door with a frosted panel and rings the bell. He has come to call on the beautiful Isabel Amberson (Dolores Costello, wife of John Barrymore) again, the only daughter of Major Amberson. Sam (J. Louis Johnson), the black butler who answers the door informs him that Isabel is "not home." On a second attempt with a bouquet of flowers, he is again rejected and told: "No sir. Miss Amberson ain't at home to you, Mr. Morgan." The group of anonymous bystanders, again functioning like a Greek chorus outside the house that gossips about the public and private lives of the Ambersons, describe how the proud, powerful Amberson family disapproves of Eugene's antics and awkward courtship (and his non-aristocratic status):

I guess she's still mad at him...Isabel. Major Amberson's daughter. Eugene Morgan's her best beau. Took a bit too much to drink the other night right out here and stepped clean through the bass fiddle serenadin' her.

Isabel is described as "a delightful-looking young lady"- she is also being courted a dependable and respectable, but dull, pallid, colorless and passionless gentleman named Wilbur Minafer (Don Dillaway). At the wheel of his new experimental "horseless carriage," Eugene - an industrial pioneer, sputters the machine into view, bringing another bouquet of flowers for his sweetheart, but he again suffers rejection and disappointment from her outside an ice cream shop. [After his frustrated but hopeful attempt to win Isabel's love, Eugene disappears from the film for awhile, as the story follows instead the life of Isabel's adored progeny - George.]

Within a barber shop (a typical site for male gossip), Uncle Jack (Ray Collins) turns around toward the camera from the barber's chair and describes Wilbur to the audience: "Wilbur? Wilbur Minafer? I never thought he'd get her. Well, what do ya know? Well, Wilbur may not be any Apollo, as it were, but he's a steady young business man."

A neighbor of the Ambersons, an underwear-dressed Mrs. Foster (Anne O'Neal) gossips to a group of women in a dressmaker's shop (a typical site for female gossip) about the planned Amberson-Minafer marriage - a love-less marriage of convenience after Eugene's disgraceful and clumsy courtship:

What she minds is his (Eugene) makin' a clown of himself in her own front yard. Made her think he didn't care much about her. She's probably mistaken but it's too late for her to think anything else now. The wedding will be a big Amberson-style thing. Raw oysters floating in scooped-out blocks of ice. The band from out of town. And then Wilbur will take Isabel on the carefulest little wedding trip he can manage. And she'll be a good wife to him. But they'll have the worst-spoiled lot of children this town will ever see...She couldn't love Wilbur, could she? Well, it'll all go to her children, and she'll ruin them.

As time passes, her prophetic prediction about Isabel's marriage (and child) is close to the truth:

(Welles' voice in narration) The prophetess proved to be mistaken in a single detail merely...Wilbur and Isabel did not have children; they had only one. (Mrs. Foster's voice intones) Only one! But I'd like to know if he isn't spoiled enough for a whole carload. (Welles' continues) Again, she found none to challenge her. George Amberson Minafer, the Major's one grandchild, was a princely terror.

Although there is "only one" child - he is a spoiled, insufferable, hateful, daredevil brat dressed in velveteen and with golden ringlets in his hair. Young George Minafer (Bobby Cooper) - [he is not an Amberson] is introduced while riding recklessly through town in a tiny carriage, whipping his buggy pony. Careening by, he upsets a gardener with a hoe. Although indulged and adored by his mother, everyone in town longs to see George receive his ultimate "come-uppance":

There were people, grown people they were, who expressed themselves longingly. They did hope to live to see the day, they said, when that boy would get his come-uppance.

The words of the off-screen narrator are questioned by a married couple in the street:

Wife: His what?
Husband: His come-uppance! Something's bound to take him down someday. I only want to be there.

When derisively called "girlie curlie" by the son of the local lawyer Benson (Erskine Sanford), the pair fight and wrestle on the lawyer's front lawn. Benson views the scrappy fight from a window, exasperatedly rapping on the glass: "Boy! Boy!" After he comes out and drags the two boys apart, George rebelliously punches him in the stomach when Benson calls him a "disgrace" and a "bad little boy." As the scene cuts, he loudly and angrily tells the parent to "Go to ..." [The word 'Hell' is blatantly censored as Benson shouts back "What?!"]

In the garden of the Amberson mansion after the fight, George (wearing a kilt and tam-o'-shanter) is reprimanded by his parents and aged patriarch Major Amberson (Richard Bennett) as he stands formally in front of them. [The characters in the scene look like tableaux figures posed before an artistic backdrop of an old painting.] George, positioned in the foreground, dominates the scene and shows total disregard for his accusers or family behind him. Wilbur, squeezed to the right side of the frame, reads only a sentence from a letter written by a concerned citizen about George's foul use of language: "This was heard not only by myself but by my wife and the lady who lives next door."

Taking center stage in a lordly manner, George conceitedly and haughtily denounces the neighbor as a "liar," "story-teller" and as "riff-raff." After inaccurately referring to himself as an Amberson, he causes his grandfather to laugh boisterously: "Grandpa wouldn't wipe his shoe on that old storyteller...I mean, none of us Ambersons wouldn't have anything to do with them. I'll bet if he wanted to see any of us, he'd have to go around to the side door." Although his doting, sheltering mother requests that he never use bad language again, George half-heartedly assents to her wishes - with a mischievous last word:

Isabel (to George): You must promise me never to use those bad words again.
George: I promise not to... (pause) unless I get mad at somebody.

During the holidays, George Minafer (Tim Holt) returns at age twenty as a sophomore from his schooling without any change in his arrogant personality and air of superiority - he passes through town again like a charioteer in a horse and buggy, whipping one of the bystanders: "...nothing about him encouraged any hope that he had received his come-uppance."

A ball is held at the Amberson mansion in George's honor and as an old friend of the family, Eugene is invited to the winter's social function - the last magnificent Amberson occasion:

Cards were out for a ball in his honor, and this pageant of the tenantry was the last of the great long-remembered dances that everybody talked about.

[From this point on until much later in the film, the voice-over narration ceases.]

Eugene Morgan returns to his hometown after eighteen years' absence as a widower, bringing his now-grown, attractive daughter Lucy Morgan (Anne Baxter in her film debut) back to the town where he was born and to the place where he was previously denied admission. In a long, flowing dolly/tracking shot, Eugene and Lucy enter from the snowy outside into the two front doors of the exquisite, splendid mansion the night of the lavish party - winddraft-swept and with the sound of tinkling crystal chandeliers and Christmas tree ornaments. When Eugene is reunited with Isabel in the hallway, he obviously still retains his love for her, and she with him.

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