By KYP HARNESS
When you come back to a film you’ve earmarked as a favorite in the past there’s always a tension as you’re wondering if it’s still as good as you thought it was or if you’ve chosen it as a favourite for reasons other than the quality of the film. When we’ve dreamed we often don’t remember if we’ve dreamed until sometime later in the day or the week after, when a happenstance occurs to remind us of a sight or sensation or an impression in the dream that puts us in the same emotional reality of the dream, of which we can only recall vague impressions, threads of memory that are frustrating in that they are only hints or remnants of the reality that so forcefully but inexplicably marked us during the dream.
Films – like songs, paintings, poems – are not like a dream because you can revisit them and ascertain the effects of the images and words that have haunted us. As sometimes in a dream we know that we are in a dream and can allow the dream’s reality to take us over, we know that film is a voluntary dream and it’s we who willingly give ourselves over to its reality. The journey it takes us on each time is different because we are different, because though it doesn’t change, we do, and its meaning changes not because it changes but because we have changed, and our interaction can only be different, every time.
I’ve wondered if my affection for The Magnificent Ambersons is because of its myth as a disfigured masterpiece. Orson Welles’ follow-up to Citizen Kane, it became the origin story of Welles’ ejection from Hollywood: “They destroyed Ambersons and it destroyed me,” he said[i]. His adaptation of Booth Tarkington’s Pulitzer Prize winning novel was, according to Welles, a compromise of his original vision in that after he completed the film and it was meant with bored incomprehension and ridicule at a sneak preview, the film was taken from him, an hour lopped out of it, and a new more conventional ending was filmed without his input, and that’s the way the film has existed ever since. There have been rumours through the years about the existence of the discarded footage, even speculation at one time that it might be buried under a police station in Miami[ii]. But the footage hasn’t been found and likely never will, and even as is, ‘Ambersons’ is widely regarded as a masterpiece, though always with the caveat ‘disfigured’.
I like lost causes, lost masterpieces, obscure shocking events, esoteric theories about dashed opportunities, buried treasures, unsolvable mysteries, the stone that was rejected becoming the cornerstone of the whole operation. The heart-wrenching betrayal Welles claimed to experience as a result of Ambersons being taken away from him may be just another myth, a legend composed by someone looking for a reason for Hollywood’s shunning of him, a too-easy explanation of why a great artist like himself was incompatible with Hollywood’s mercenary demands.
But The Magnificent Ambersons, as the frozen dream it is, exists now in a realm where it matters little how Hollywood treated a unique artist at the peak of his powers. It can only be what it is, an adaptation of a novel into a new creation, and the process of that adaptation is the creative act we’re called to witness by the film. It is in the choices of Welles in writing the screenplay, in Welles’ casting of the film and how he visualizes the novel’s settings, and in his narration – which might be one of Welles’ greatest performances on film – that are found the creative activity we are summoned to participate in. The artistic event of Ambersons is our emotional investment not in the novel or in Booth Tarkington’s conception of it, nor in Welles’ conception of it, but in the dream enlivened by their sensibilities, and the manner in which it effects and expresses our own lives, or if it does at all.
To understand the dream and the degree to which it’s been mangled we have to go back to its source, to Booth Tarkington and his Pulitzer Prize winning novel of 1925. Tarkington, a forgotten writer whose Wikipedia entry – the digital tombstone for all notable persons, and in the end the only one that counts – states that Tarkington’s latter-day renown consists of being an exemplar of a writer celebrated in his time but unknown to succeeding generations. In a New Yorker article of 2019, he is described as a ‘hack’[iii]. The reason his art has fallen by the wayside while contemporaries like Faulkner, Fitzgerald, Hemingway and Woolf have lived on artistically is because Tarkington’s writing, graceful and evocative as it is, often pauses to point out the way the times and the world he’s writing of differs from times past, which in itself dates his work, but also sullies it by descending into a style that evokes a small town newspaper editorial. The overall theme of ‘The Magnificent Ambersons’ is one that was close to Tarkington’s heart: the decline of the premiere family in a midwestern American town due to progress, industrialization, the introduction of the automobile and mass production. The noblesse oblige of the Ambersons, the rituals of their privilege, the poetry of their rarified existence, the beauty of their balls, dances, gatherings and their mansion, all must fall beneath the democratizing influence of a society of less lofty ideals. Tarkington, who once led an unsuccessful campaign to keep a Picasso painting out of the Indianapolis Art Institute where he was a trustee, was one who romanticized the world of the past, as unequal as it may have been, and dreaded what were, to him, the more soulless forces that wiped this world away.

Adding complexity and depth to this tale of lost Eden is the depiction within Ambersons of George Minafer, the protagonist of the novel and one might say the stand-in for Tarkington’s concerns. The grandson of the Amberson patriarch, he is a spoiled, unsympathetic, arrogant prig whose conception of himself is as an aristocratic gentleman who considers it beneath him to enter a profession. More than the hated modernity, it is he in his resistance to it who destroys his family, ruining his own life and all those closest to him.
It is his story, rather than the mourning of bygone days, which elevates the novel beyond the level of a tabloid editorial. Tarkington’s bold choice to make an unlikeable character the centre of his work is perhaps an artistic ‘tell’ that he is not so dedicated to his thesis as he seems to be – that the artist in him rebelled against the dogma of his conscious mind.
In sum, the story is this: Isabel Amberson, of the powerful and wealthy family, is dissuaded from marrying Eugene Morgan, the true love of her life, because he drunkenly falls through a bass violin during a midnight serenade. Instead, she marries the banal Wilbur Minafer and they quickly have a son, who, the Greek chorus of small-town gossipers in both the novel and the film tells us, will be spoiled since Isobel will give him all the love she can’t possibly have for her husband. George is depicted as a young hellion who terrorizes the town with his impudence and entitlement and grows to a man, at which point Eugene Morgan and his daughter Lucy move back to town. George’s father dies and his mother Isobel begins spending more time with Eugene as George begins spending time with Lucy. George bristles at the idea that his mother could ever love any man more than his deceased father, so he acts violently against Eugene coming to see her, encouraged by Aunt Fanny who has her own thwarted feelings for Eugene. At the same time George’s relationship with Eugene’s daughter ends because of this, and because Lucy tells George that his conception of his future as a nobleman who considers working for a living too coarse an activity to countenance would be unacceptable to her father in a prospective son-in-law.
George bans his mother from seeing Eugene and takes her on a long round the world trip to get her away from him. During the trip Isobel becomes ill, and returning to the mansion, she dies, principally from a broken heart from her separation from Eugene, we are made to understand. Shortly after, the patriarch Major Amberson dies, leaving George, his aunt Fanny and Uncle Jack all destitute, owing to the misplacement of Major Amberson’s deed giving Isobel ownership to the mansion as well as a bad investment they’d made in a headlight factory. George shows his mettle by taking on the care of Aunt Fanny, searching out dangerous jobs at high pay to keep her housed in a boarding house she has chosen to live in. It is here that George realizes that his actions have destroyed his life and everyone around him: he kneels by his bed and prays for his mother and for God to forgive him. Shortly after, he is run over on the street by an automobile, breaking both his legs. Eugene, now a successful automobile tycoon, is able to overcome his justified anger at George, and following his daughter Lucy, goes to visit him. George tells him that “My mother must have told you to come so I could ask your forgiveness”, and after his visit Eugene says to Fanny “I had the feeling I was bringing the son of my true love under shelter at last.”
Welles’ interest in Tarkington and The Magnificent Ambersons seems to have sprung from his contention that Tarkington knew his father, that they were friends – best friends according to some sources[iv] – and that his father was in fact the model for the character of Eugene Morgan. Welles’ father, Dick Welles, was an inventor who made a fortune from solar-powered headlights for bicycles which were later adapted to automobiles. Hailing from the same American Midwest as Tarkington, Orson Welles was born in Kenosha, Wisconsin in 1915. His mother Beatrice was a musician, a suffragette and social activist. She died of hepatitis when Welles was nine, five years after her marriage to Welles’ father had failed: the reason given was Dick Welles’ philandering and alcoholism. The younger Welles was looked after by his father and close family friend Dr. Bernstein. Six years later, after a trip to the Far East with his son, Dick Welles succumbed to his alcoholism and passed away at age 57. The young Welles distinguished himself in various high school theatrical production, most notably a three-hour long King Richard III, before graduating and embarking on a painting and sketching tour of Ireland, with a donkey and cart hired for the purpose. Encountering the Gate Theatre in Dublin, he passed himself off as a New York Broadway star and subsequently went on to act in or direct 32 productions over two seasons, launching himself as a star in the Irish theatre. Returning to America, he used his renown in Ireland to break into Broadway, directing or starring in 15 different productions, including his all-black version of ‘Macbeth’ funded by the Federal Theatre Project as part of Roosevelt’s New Deal to combat the Depression. Welles set the play in Haiti, a production he called “the great success of my life”[v]. With his associates, and several actors who would later star in his films, Welles formed the Mercury Theatre which went on to produce eight productions.
At the same time Welles had become an in-demand radio actor, using the proceeds to finance his theatrical productions. He voiced the titular character of ‘The Shadow’ for a season in 1937, then brought his theatre company to radio for its own series, Mercury Theatre on The Air in 1938, dramatizing classic works of theatre and literature, achieving acclaim until he made the cover of Time magazine in 1938 at the age of 23. His version of H.G. Wells’ War of the Worlds in October 1938, delivered as a series of news bulletins about Martians landing in New Jersey interrupting a radio musicale, caused nationwide hysteria.
It was because of these accomplishments and renown that RKO pictures was moved to give Welles his own film production unit where he could write, produce, direct and star in projects of his own choosing. For his first project Welles, along with Herman Mankiewicz, wrote a thinly-veiled roman a clef about William Randolph Hearst, the premiere media baron of the day; the controversy caused Hearst to ban all mention and advertisements for the film in his papers. The innovative film Citizen Kane, which was later lauded as the greatest film of all time, was a financial failure.
It was in the wake of this that Welles began the second film of his contract; he’d had success with a Mercury Theatre production of The Magnificent Ambersons on radio – as well as with two other Tarkington novels he’d adapted for the medium, Seventeen and Clarence – so it made sense for him to choose it as his second film.
In judging Welles’ adaptation for the screen, first and foremost to be assessed are the choices he made in casting his interpretation. His own role as narrator (Welles does not appear in the film) is one of his great performances: it was his own contention that despite his weaknesses as a writer, Tarkington had “a great deal of grace”[vi], and it’s fully displayed with Welles’ unforgettable voice intoning lovingly the passages that contain this grace. For the main role of George Minafer, the pompous unlikable and priggish protagonist of the book, Welles cast Tim Holt, a young actor who’d made his name as a cowboy hero – the contrast between his fresh all-American good looks and the preening arrogance he displays gives dimension to the character, heightening the tragedy by which his faults destroy him. For Isobel Amberson, Welles sought out Dolores Costello, an actress in silent film whose complexion had been damaged from the heavy lights they used in movie sets. In bringing her back for this film, Welles capitalized on her classical beauty that seemed to, and did, come from a different era, a ghostly presence that embodies the character’s weakness, the fragility of a short-lived beauty. Likewise, in casting her father, Major Amberson, Welles reached back for a gallant old actor who had enthralled him as a child onstage, Richard Bennett, whose presence too seems transmitted from another time and whose line readings are full of a seemingly impossible gravitas.

For the role of Eugene Morgan, the character based on father, Welles used his closest compatriot from the Mercury Theatre, Joseph Cotten, whose charm and intelligence enlivens his portrayal of the spokesperson for modernity. Also from the Mercury Theatre is Agnes Moorehead as Aunt Fanny in a discomfiting and raw performance conveying the real pain of the loneliness and unhappiness of the ‘spinster’ aunt. Ray Collins, another stalwart of the Mercury, plays Uncle Jack, the one character in the novel who seems to possess any kind of sane objectivity. For the part of the flippant Lucy, George’s would-be love, and unfortunately as one dimensional in the movie as in the novel, is the relative newcomer Anne Baxter, in her fifth movie.
Director Howard Hawks said a good movie has three good scenes and no bad scenes. By this writer’s estimate, The Magnificent Ambersons has six great scenes. 1) George invites Lucy for a sleigh ride at the same time as Eugene gives Isabel Amberson, Uncle Jack and Aunt Fanny a ride in his prototype automobile; when George’s sleigh overturns and throws George and Lucy into the snow they share their first kiss; and depart with Eugene, Uncle Jack and Aunt Fanny in Eugene’s motor. The scene was shot in an icehouse to replicate the feeling of winter and ends with a silent film iris-out. 2) Dinner at the Amberson mansion with Major Amberson, Uncle Jack, Aunt Fanny, Eugene and George, when George attacks Eugene for his part in inventing the automobile, “a nuisance that had no right to be invented!” and Uncle Jack reprimands him for his rudeness: “By Jove, that’s a new way of courting a girl!” 3) A scene in the Amberson mansion on a rainy night with George and Aunt Fanny, where Aunt Fanny’s questions about travel arrangements on a trip George had taken with his mother and Eugene reveals her keen interest in Eugene’s movements and the possible direction of Eugene’s affections. When Uncle Jack arrives and they both begin to tease her about her interest in Eugene, she begins crying and leaves the room. Jack says to George “I think we’ve been teasing her about the wrong things…Fanny doesn’t have much except her feelings about Eugene”. The scene is a single take of four minutes and is played out with a naturalness that’s ahead of its time. 4) The death of Major Amberson, sitting shrouded in darkness facing the camera, firelight playing across his features as offscreen voices ask him about the deed to the mansion after Isobel has passed. “It must be in the sun,” the Major says, his pained and confused face filling the screen. “Everything comes from the sun, so we all must go back there.” 5) The stunning performance of Agnes Moorehead when the full gravity of her destitute situation hits her. She collapses into hysterics, crying to George that she knows he’s going to “leave me in the lurch” – she writhes with panic and agony, falling against the boiler for the furnace. “Get up from there!” George cries. “It’s not hot!” Fanny shrieks. “I wish it was! I wish it would burn me!” Her falling to pieces is raw and unrelenting, and uncomfortably natural in a way that seems again, ahead of its time. 6) the parting of Uncle Jack and George at the train station where, in a manner that might be familiar to any of us, Jack take the opportunity of their last moments together to tell his nephew exactly what he thinks of him. “I don’t mind saying there were times when I thought you should be hanged – but we all spoiled you terribly, Georgie.” There is also the scene when George finally gets the comeuppance so desired by the townspeople aggrieved by his abusive sense of entitlement, he kneels by his bed and prays for forgiveness to God and his mother as Welles the narrator intones: “…but those who had wished for it (his comeuppance) were not there to see it…”
This last scene is proof of Tarkington’s fidelity to his premise: George is finally broken by his own actions and the knowledge of the life-warping pain he has caused everyone around him. The gun, to paraphrase Chekhov, that was shown in the first act has now been fired in the third act. The artistic problem now is in portraying a changed and repentant George. Tarkington sidesteps this problem by not depicting him again: immediately after, he is struck by an automobile and has both his legs broken. The occasion of his injury and his presumable change of heart provides the motivation for his offscreen reunion with Lucy, and also for Eugene’s rapprochement with George, and for Eugene’s final words about taking George “under shelter” as a manner of “finally being true to my one true love”.
Welles said of the film as it exists today that everything up to the Major’s death is “mine”[vii], and it is true that from that point in the film it seems to shift to a different track like a streetcar, banging and jangling to its conclusion at a quicker and more awkward pace than the rest of the film. The reason for this is an artistic choice made by Welles in reaction to artistic deficiencies in the novel itself.
In Booth Tarkington’s novel, Eugene is convinced to go to George and try to help him by a visit to a psychic, who tells him that she senses the spirit of Isobel pleading him to be kind to her son. This is an artistic mistake, an obviously inefficient and cheap mechanism by which to achieve the reunion of Eugene and George. Moreso, Tarkington’s choice to have the meeting offscreen speaks to his lack of integrity in being unwilling or unable to depict a changed George. Welles as well is unwilling: while rightly discarding Tarkington’s ‘psychic intervention’, he also shies from a depiction of a changed George, depriving his story of a third act. In Welles’ radio adaptation of the novel, he has Eugene go to visit George in the hospital after his daughter Lucy tells him George is now a changed man. The radio adaptation ends with Eugene writing a letter to the deceased Isobel, repeating the words from the novel that in visiting George he felt he was “bringing her boy unto shelter”. In the original script for the film, Welles had the same ending, with Eugene visiting George and then reciting the letter to his beloved. But sometime between the writing of the script completed on October 7, and during the shooting of the film, started on October 28 and proceeding into December, he must have realized that Tarkington’s novel itself has no third act – the way in which the film clumsily and speedily makes it way to its denouement mimics the way in which the novel does so, summing up the whole story in 1 page out of the 280 pages of which the novel is composed. Realizing the problem, Welles departed from his slavish devotion to Tarkington’s words, just this one time, to write his own third act.

This act, now lost, seen in the first version of the film, was: Eugene, having made his own decision without advice from the afterworld to visit George in the hospital, afterwards seeks Fanny out in the boarding house she lives in thanks to George to give her the news. Amidst an atmosphere of homely, seedy poverty, a scratchy novelty record playing in the background, the other gormless inhabitants milling about, Eugene tells Fanny of meeting George again, of feeling he was “being true to my one true love”. Fanny is distracted, barely listening, barely responding; when Eugene delivers his poetic words the sense is that they seem perfunctory, almost meaningless in the confines of the dismal, down-at-the-heel boarding house. Eugene bids Fanny good night, gets into his car and drives away into the town now industrialized and ugly, ending the film.
The film was given a sneak preview in Pomona. “Never in all my experience in the industry have I taken so much punishment or suffered as I did at the Pomona preview,” George Schafer, Welles’ champion at RKO wrote to him in the aftermath: “It was like getting one sock in the jaw after another for two hours.”[viii] The audience, there to see the musical The Fleet’s In, reacted restively to the film, mocking the characters onscreen, laughing at the naturalistic acting of Agnes Moorehead as Fanny in her hysterical breakdown, and greeting Welles’ narration at the end of the film: “That’s the end of our story” with relieved applause. The standard comment cards were 55% negative, with comments like “the worst picture I ever saw”, “a horrible, distorted dream”, and “rubbish” – though there were some that called it “the best picture I have ever seen”.[ix]
Alarmed as were all Welles’ Mercury compatriots by the dismal reception, RKO was looking at their $1 million investment in ‘Ambersons’ and envisioned it going the way of their $1 million investment in ‘Citizen Kane’. All agreed that the film needed recutting and a change in structure to make it releasable: the general contention, arrived at from the audience reaction and the comment cards, was that the film was too dark, too out of step with the times, with the country going to war: “Make pictures to make us forget, not to remember” read one of the comment cards.[x]
The difficulty with making changes in the film was that Welles was in South America. At the behest of the US State Department and Franklin Roosevelt himself, he had gone to Brazil to make a film, the purpose of which was to shore up inter-American relations in the name of hemispheric protection since America had entered the war after December 7, 1941. The original plan was that editor Robert Wise would join Welles in Brazil with a Moviola in order to finish Ambersons, but a wartime embargo on civilian flights made that impossible.
Cuts were made and some scenes were reshot before previews in Pasadena and Long Beach, but the response was not much better. They confirmed the growing sense that the film was too dark, and much of the concern seemed to settle on the third act which Welles had invented in his own departure from Tarkington’s text. As Welles’ close friend Joseph Cotton wrote him: “Dramatically, it is like a play full of wonderful, strong second acts, all coming down on the same curtain line…Then suddenly someone appears on the apron and says the play is over without there having been a concluding third act.”[xi]
The artistic problem of Welles’ final scene, which he would later remember as “much the best scene in the movie”[xii] is that it follows the theme of Tarkington’s novel as a depiction of a family falling to ruin as a metaphor for the decline of an entire way of life in America, from the noblesse oblige of the wealthy giving way to a more democratic, technocratic reality. Welles portrayed the final degradation of the Ambersons in a dismal boarding house: it was about, Welles said, “the deterioration of personality, the way people diminish with age, and particularly impecunious old age.”[xiii]
But here, as in the novel, the overarching theme of decline and fall has been usurped emotionally by the story of George Minafer, the folly of his clinging to the mores and rules of an age long past which leads to him destroying his life. It can be said that George as the representative of the conservative point of view – which is inextricably linked with his unhealthy, Oedipal relationship with his mother – displays the disastrous result of following this line of thinking to the end. Welles, rejecting Tarkington’s artistic mistake in providing a ‘supernatural’ conclusion to events, drags the story back to the depiction of the Amberson’s fall from grace.
In Brazil, Welles was the recipient of cables and letters in which the disaster of Ambersons was mercilessly relayed to him, not only by RKO but by his Mercury friends. “I had no idea (they said) now that they’d seen the whole picture with an audience, how terrifying that last part really was.”[xiv]
Panicked, Welles sent cables back identifying possible cuts and even came up with a new ending to tack on the end of the film “To leave audience happy”. It consisted of the cast credits depicting each of the characters now content: Uncle Jack as an ambassador in tropical climes, Aunt Fanny “blissfully” playing bridge in the boarding house, then Eugene looking at an ancient picture of Isobel in a locket before he turns to a window and waves out at George and Lucy speeding off in an open car, “both very happy and gay and attractive for the fadeout”.[xv]
It’s a measure of his understandable desperation that Welles should have conceived of and written such a conclusion, so grotesquely and comically out of place with the rest of the film. It seems as though it was his contention that this positive summing-up would provide an uplift from the utter devastation of the boarding house scene. However, as he was trapped in Brazil and RKO was fixated on having the film ready for an Easter release, RKO and his Mercury compatriots devised a new ending for the film, going back to Tarkington’s novel for a concluding scene which has been maligned as a betrayal of Welles’ vision, but which seems infinitely preferable to Welles’ own suggested conclusion.
The scene takes place in a hospital corridor, where Eugene and Aunt Fanny emerge after having visited George. Unlike in the novel, where Eugene’s meeting with George is described in a couple of lines in a slipshod manner, Eugene recounts the meeting to Fanny, relating George’s words “My mother must have asked you to come here so I could ask you to forgive me”. As they continue up the hall, Eugene speaks his line about his “one true love” as the camera moves from their two-shot to a closeup of Fanny smiling placidly, not listening distractedly and unfeelingly as she did in the ‘rooming house’ conclusion, for the film’s final shot.

The scene is filmed and directed in a manner glaringly unlike Welles’ style and therefore unlike the rest of the film. Yet the final image of Fanny’s smile – not in the novel – provides a resolution for the arc of her character. Throughout the film she serves as a counterpoint and ballast to the wilful arrogance of George. The painful, vulnerable neediness of Agnes Moorehead’s performance in the role – she is pitiable, yet one is disinclined to pity her since she pities herself so much – underscores Fanny’s continual delusion that Eugene is interested in her from the beginning when he comes to the mansion to visit Isobel. When it becomes apparent during their visit to Eugene’s automobile factory that his interest is in Isabel, she stands to the side of them, her face like an archetype of the scorned woman, and later encourages George’s rude behaviour to Eugene when he comes for dinner, saying “Your father would thank you if he could see what you’re doing!”” But when Uncle Jack comes to tell Isobel what George has done in banning Eugene from the mansion, Fanny erupts in a fit of remorse, stating “Eugene would have never looked at me even if he’d never seen Isobel! And they haven’t done any harm…Here I go, not doing myself a bit of good by it…” In the final shot of the completed film, Fanny’s placid smile answers her scorned woman look of before: she has found peace in Eugene’s forgiveness of George and in his connecting it to his love of Isobel.
Eugene too finds solace in his forgiveness of George and how it has reunited him with his love for Isabel. It is a spiritual – not supernatural – sense of grace that Eugene finds in which the tragic past is redeemed by forgiveness. Here the character Welles claimed was based on his father is redeemed by his understanding and forgiveness, rather than dying of alcoholism at age 57, as Welles’ father did.
George himself attains a spiritual deliverance in his climactic prayer: so complete is the ruination of his life and of all those he loves that there is no other space into which he can move. Even if Tarkington and Welles shy away from his transformation by having it occur offscreen, there is real power in his complete humbling and in his forgiveness of Eugene, and in his apologizing to him. The grace achieved by the characters is hard-won, not merely patched on the end as Welles’ suggestion for an “upbeat” ending would have been – not is it minimized and diminished by the Chekhovian original ending in the boarding house Welles intended, which seemed to make it clear that nothing could triumph over the dinginess, the pettiness, the boredom-infected killing reality of poverty-ridden old age and the cruelty of fate. For all its faults, the surviving ending of the film remains true to its characters and the emotions we have invested in them.
But it was all too late for RKO and its executives. Evidently realizing they were going to have to swallow another $1 million loss with the film, they duly released it in July, burying it by having it on a double bill with Mexican Spitfire Sees a Ghost. Concurrently with the problem of editing ‘Ambersons” they were having further trouble with Welles who had gone to Brazil to shoot Carnival, yet was now arousing anxiety by shooting more footage, having by his own account been seduced by Brazilian culture: he envisioned a larger film, It’s All True, which would explore the origins of the Samba in the favelas – the gritty slums where the black and working class, 70% of Brazil’s population, lived. This caused consternation among the Brazil government’s own press department, as well as the executives of RKO. In a flurry of cables between those supervising Welles in Brazil and the home office in Hollywood there is constant reference that Welles’ film featuring “those of the negroid type dancing with or in close proximity to people with lighter skins”[xvi] which would make it unrelease-able beneath the Mason-Dixon line, as well as repeated statements that Welles was making “nothing but a Goddamn n****r picture”.[xvii] As Welles’ visit to Brazil expanded to seven months even Welles’ champion at RKO, George Schafer, lost faith in him, seeing the film’s expense rise to the level of the costs of Citizen Kane and Ambersons, and cables relayed stories of Welle’s alleged debauchery in Brazil as well as rumours that he was staying in South America to avoid the draft in the U.S. Ill luck seemed to dog the project: a sequence which was to recreate a famed incident when a group of fishermen journeyed on a raft to present the country’s president with a petition for better working condition was upended when the Brazilian folk hero Jacare, playing himself, was drowned during the shoot – on the same day the alternative and extant ending of Ambersons was filmed in Hollywood. On June 26, George Schafer resigned from RKO due to an executive shake-up, and on July 1 the Mercury Players were ordered to vacate the studio.
So it was that Welles, like George Minafer, finally was dealt his “comeuppance” at the age of 27, after ten years of good fortune and glory. Though he later said the destruction of Ambersons was prelude to his own destruction, it was both that and his Quixotic odyssey in Brazil that sealed the deal. After this, he lamented, he was regarded as unhireable by the Hollywood establishment.
Welles would go on to make nine more films, travelling the world in search of financing for them, every so often returning to Hollywood to make a film within the system that were invariably tampered with (The Lady from Shanghai (1947), Touch of Evil (1958). In a slapdash manner, with various obscure investors, he brought his visions of Macbeth (1948), Othello (1951) and Chimes at Midnight (1965) (the Welles-curated portrait of Falstaff drawing from the Henry IV plays), Kafka’s ‘The Trial (1962) and his pioneering documentary-essay F for Fake (1973) to the screen. As an artist determined to create by any means, he used the proceeds from his acting and narration jobs to fund his films, allowing for the freedom he needed. Exiled from the conventional moviemaking industry, he often characterized himself as the type of true artist who could not thrive in the mercenary, philistine culture of Hollywood. But the question of whether any major Hollywood studio would have financed his productions of Macbeth, Othello or The Trial seems to answer itself. Ultimately the kind of artist Welles was and the kind of art he wished to make could only exist outside the mainstream culture of which he had briefly been a part.
As Welles aged and his weight expanded to near grotesque proportions, he was chiefly known to mainstream audiences in the ‘70’s as a presence on talk shows, as a participant in the Dean Martin Celebrity Roasts, and as a punchline to jokes about his weight. Given a Lifetime Achievement Award by the American Film Institute in 1975, he used his speech to solicit funds for another film project, ‘The Other Side of the Wind’, showing a scene from the work in progress. As much as Hollywood lauded his genius, no funds were forthcoming – in an oft-cited ironic anecdote, Steven Spielberg was unwilling to contribute, but glad to pay $50,000 to an auction house for the original ‘Rosebud’ sled from Citizen Kane – and the film was uncompleted at Welles’ death in 1985.
Certainly, it’s difficult to disagree with Welles’ assessment that The Magnificent Ambersons and its aftermath “ruined” him if one believes, as he did, that he was a mainstream artist. The very freedom he insisted on, however, marks him off from directors like Ford, Wyler, Hawks, Wilder and others who were amenable to adapting their styles to the assignments they were given and sensitive to commercial demands. In old age, Welles lamented the years he spent hustling for investors, saying it was no way to spend a life, yet without his intrepid adventurousness the culture would have been denied many of his singular visions of genius – among them and perhaps at the height of them is his portrayal of Falstaff in Chimes at Midnight. The critic James Agee said of Chaplin’s final shot in City Lights that “it is the highest moment in movies’ and ‘enough to shrivel the heart” [xviii]. One wonders if he would have had similar superlatives for Welles’s portrayal of Falstaff in the climactic scene of Chimes at Midnight when he is rejected by Hal. Welles’ performance in the moment is indelible and masterful in its depiction of horror, deflation, hurt, and ultimately a stoic and admiring pride in his old friend.

In the Henry IV plays, Falstaff is the alternate father of Hal’s boyhood, whose pleasure-seeking ways must be abandoned and refuted by Hal once he assumes his role in the establishment and inherits the throne from his father. Like Falstaff, who Welles called the one great character in dramatic literature who is “essentially good”, Welles, with his weight and ever-present cigar became a symbol of appetite, and of appetite fulfilled, exiled from the world of responsibility and power, practising his magic outside the well-controlled currents of the mainstream, an all-too-human reminder of the freedom which can only exist outside its limits.
As for the dream of The Magnificent Ambersons, we can return to its world introduced by the comic words of Tarkington delineating the changes in fashion through the years with a whimsical nostalgia that leaves us unprepared for the tragedy to come. Few films create a psychic space as memorable as the Amberson mansion, a mausoleum of memory from which, as the mansion is despoiled, its ghostlike inhabitants emerge into the stark light of the present and future. As Eugene Morgan says, “There aren’t any old times, they’re dead. There are only new times.” The costly learning of this lesson, the weaning from the disastrous addiction to the past, is the theme of ‘Ambersons’. In Tarkington’s writing there is a richness of character: does George only fight against Eugene’s courting of his mother because of his Oedipal fixation with her, or is it because he knows of Eugene’s disapproval of his ambition to live his life as an aristocrat with no position, to cling to the entitlement of the past? As Isobel clutches George to her breast after she accedes to his request to break off with Eugene – in a scene reshot because the Oedipal inference was ruled to be too strong in Welles’ original depiction – the dysfunctional mother-son love is still striking and disturbing. The portrayal of George, the unlikable protagonist, is presented without judgment, and even allows us to see how he can be endearing, as in his awkward joining with the singing of ‘The Man Who Broke the Bank at Monte Carlo’. His arrogance is so outsized as to be laughable, as Lucy certainly sees it, until, as so often happens in life, his preposterous attitude creates a reality which is anything but amusing. In the novel, Tarkington asks questions he doesn’t answer; it’s not necessary to answer the questions, but it is necessary to follow them to their logical end. As Tarkington doesn’t do this, Welles can’t either, which accounts for the seemingly truncated ending of both novel and film. But such faults seem petty beside the fact that both book and film provide insights into human behaviour not found anywhere else. Revisiting the film, one is truck by Welles’ artistic adventurousness, trading the technical tour de force of Citizen Kane for a more character-based type of filmmaking: as Francois Truffaut noted, Welles tells the story in less than 200 shots as opposed to the 562 shots of Kane [xix]: the scene with George and Aunt Fanny and Uncle Jack in the kitchen is a single shot running four minutes; when Fanny and George have their conversation after the dinner with Eugene, it takes place in a scene with them moving up and down on the immense Amberson staircase, like Shakespearean actors in a shot that lasts three minutes; and George and Lucy in their final meeting on the street converse in a tracking shot which lasts three minutes. Welles’ adoption of entirely different aesthetic to match form with content is admirable, and as Andre Bazin noted, in “Welles’ breaking the Hollywood habit of ‘classical cutting’ by long static shots of dizzying length”, he produced “a genuine revolution in narrative storytelling”[xx]. The Magnificent Ambersons is not a perfect film, but it is a great film, even with the edits made by RKO which took out scenes relating to the Amberson’s loss of their money, making their fall seem even more perfunctory and unjustified. For a film whose making was so fractious there is an abiding calm at the centre of it that looks on the follies of the characters without judgment yet nonetheless details the devastation wrought by their follies. In the unchanging elegance and empathy of its dream it transcends its disfigurement and remains for many, including this writer, as one of the comment cards from the disastrous Pomona preview said, “the best picture I have ever seen”.
© Kyp Harness, 2025. Kyp Harness is a singer and songwriter who has had his songs covered by Ron Sexsmith and Mary Margaret O’Hara, and has opened for Elvis Costello and shared the stage with Townes Van Zandt. Record producer Daniel Lanois has called him a “great writer” and Exclaim magazine has stated that, “Harness has created a songbook that should rightly be regarded as a national treasure.” Mr. Harness has also authored The Art of Laurel and Hardy (2006) and The Art of Charlie Chaplin (2007). The Magnificent Ambersons is his favorite film, which he wrote about in Wellesnet in February 2012.
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[i] BBC, Arena – The Orson Welles Story, 1982.
[ii] Mubi, Notebook Feature, https://mubi.com/en/notebook/posts/cinephilia-the-science-of-hope-and-the-sacred-ground-beneath-the-grapeland-heights-police-substation-in-miami-florida
[iii] Gottlieb, Robert, ‘The Rise and Fall of Booth Tarkington’, The New Yorker, November 4, 2019
[iv] p.22, Callow, Simon, ‘Orson Welles: Hello Americans’, Johnathan Cape, 2006
[v] P.349, McGilligan, Patrick, ‘Young Orson: The Years of Luck and Genius on the Path to Citizen Kane’, Harpers, 2015
[vi] p. 96, Bogdanovich, Peter and Welles, Orson, ‘This Is Orson Welles’, Da Capo Press, 1998
[vii] BBC, Arena – The Orson Welles Story, 1982
[viii] p. 88-9, Callow, Simon, ‘Orson Welles: Hello Americans’. Johnathan Cape, 2006
[ix] p.17-8, Bogdanovich, Peter and Welles, Orson, ‘This Is Orson Welles’, Da Capo Press, 1998
[x] p. 118, ibid.
[xi] p.122, ibid.
[xii] p. 130, ibid.
[xiii] p.130, ibid.
[xiv] p.120, ibid.
[xv] p.123, ibid.
[xvi] p. 95, Callow, Simon, ‘Orson Welles: Hello Americans’. Johnathan Cape, 2006
[xvii] P.96, Callow, Simon, ‘Orson Welles: Hello Americans’. Johnathan Cape, 2006
[xviii] Agee, James, ‘Comedy’s Greatest Era’, Life Magazine, September 3, 1949
[xix] Truffaut, Francois, ‘Citizen Kane: The Fragile Giant’, The Films of My Life, 1967
[xx] Bazin, Andre, ‘The Magnificent Ambersons: A Drama of Pride, the Drama of Orson Welles’, L’Ecran francaise, November 19, 1949