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By Tony Williams.

“Anybody who does things their own way while they’re working with a corporation is going to be problematic.” – Jonathan Rosenbaum, audio-commentary, The Magnificent Ambersons Criterion Collection DVD

When Criterion rises to the appropriate occasion of combining the best type of digital restoration with the most appropriate supplementary features, the results are always worth waiting for. Purchasers and reviewers are rarely disappointed. Such is the case of this version of Orson Welles’s tragic masterpiece that has been acclaimed by critics fully aware of the fact that what they now see is only a shadow of the film’s former incarnation. Combining features from the now rare laserdisc version with new material based on recent scholarship, viewers can now appreciate this new edition both “in the realms of pleasure” and educationally. As several film departments ignore the demises of great talents of cinema or neglect their achievements preferring popular recent products, companies like Criterion provide essential material to informed viewers for purposes of self-education. As Mary Pickford remarks to 90-plus Adolph Zukor in a rediscovered mid-1960s interview now on the website of The Mary Pickford Foundation, the most interesting people are those who are self-educated and also have character. This is more than can be said for certain academics.

The first disc in this two-DVD Special contains Robert Carringer’s earlier 1996 audio-commentary followed by a recent 2018 commentary collaboration between James Naremore and Jonathan Rosenbaum. Carringer begins by noting that faded borders at the perimeter of the opening scenes give the effect of looking at an old photo album. He notes that Welles’s insistence of experimentation opposed conventional studio practices. Tarkington’s 1918 novel was a critical and commercial success and appeared the ideal follow-up to Citizen Kane. Tarkington’s book contained a mixture of youthful nostalgia with fears concerning the growth of industrialization and technology. Learning from Richard Wilson of Welles’s love for the Mid-West, Carringer remarks that the film was as stylistically unconventional as Kane, but in a different manner. Today, we have only a skeleton left due to cuts and re-editing, the film becoming increasingly choppy and disconnected towards the end, with scenes of “beautiful fragments” bereft of a cohesive narrative structure.

Mag 02Carringer discusses the significance of missing scenes to point out that the original version of the last Amberson ball sequence was one of the most complicated sets ever seen in Hollywood, at the time occupying three sound stages in a four-walled set to make 360-degree camera movement possible. The third floor encompasses an entire stage with seven different rooms, including the ballroom. It was an immense achievement, before studio-editing intervened. Agnes Moorehead receives special praise for Carringer, who notes her vocal impersonation of Eleanor Roosevelt in The March of Time newsreel and her role as The Shadow’s Girl Friday on the popular radio series. Like many thirties actors, Moorehead moved from theater into radio, due to the Depression. Carringer also notes that later editing removed virtually all of the economic issues affecting characters, such as Wilbur Minafer, Uncle Jack, and Aunt Fanny and makes their fall from affluence appear abrupt and inexplicable. The same is true for the changes in the city environment that would affect the Ambersons’s fortunes, due to the introduction of the automobile.

The unfortunate result of the two 1942 previews affecting studio perception of the film receives discussion but, unfortunately, Carringer seems to side with those who re-edited The Magnificent Ambersons (in contrast to Naremore and Rosenbaum in their later commentary): “Surgery was necessary, no matter what.” At the time he was engaged in research for his second book on The Magnificent Ambersons, Carringer had access to certain technicians who were present at the previews and appears to take their word concerning issues affecting the early version of the film.

The presence of scenes that do not appear, like the work of original cinematographer Stanley Cortez, are evident. However, at this early stage of excavation, Carringer believes that Cortez’s footage of Tim Holt in his mother’s bedroom remains, while Isabel’s shots are by a different cameraman. The later 2018 video essays by Francois Thomas and Christopher Husted contain better archive-derived information, but at least Carringer critically notes the role of assistant director Freddie Fleck and Jack Moss, who utilize standard Hollywood lighting techniques rather than the experimental visual range of Welles.

In the new audio-commentary, Naremore and Rosenbaum agree that, despite the compromised version available today, the original film’s formal and aesthetic qualities still remain, with the latter stating “Even with the cuts, this is my favorite Welles film.” (1) Both critics link the original novel and film version to the different historical periods that conditioned audience reception, the first positive, the other negative, with Rosenbaum quoting Francois Truffaut’s comment that The Magnificent Ambersons taught the director of Citizen Kane “restraint and modesty.” While Naremore suggests that Moorehead, who appears in an early scene with the chorus town gossip group, may not be Fanny but another person similar to the projection room scene in Kane, I believe this does not rule out her first appearance in the role, since at this time she is not a part of the close-knit Amberson family and would be an outsider like the rest of the group.

Naremore also notes that each time George appears in town, it has grown and that we are not supposed to like his character. Both critics defend Tim Holt’s portrayal, unlike Carringer and Callow. He was ideal for the role, as opposed to Welles, who portrayed the character in the 1939 Mercury radio version. The fact that he fails to become a tragic figure at the end to the audience’s satisfaction in the extant version is more the fault of studio re-editing than any supposed flaws in the actor. Naremore notices that Holt has some slight resemblance to the young Welles, especially with his facial baby fat, and Welles may have cast him to critical opinion of his own performance in the radio version.

Mag 03Both commentators acclaim the original lost version of the ballroom sequence, with Rosenbaum mentioning that it could have contained the first ten-minute take in Hollywood cinema. Like Xanadu’s interior in Kane, Naremore describes the inside of the Amberson mansion as akin to “Midwestern Gothic.” Rosenbaum also notes parallels to the dysfunctional families of William Faulkner’s The Sound and the Fury (1929) and Eugene O’ Neill’s Long Day’s Journey into Night (1941). He later compares the ambiguous realism of Booth Tarkington to the 1950s novels of John Updike. Character complexity, rather than traditional Hollywood modes of identification, is key to understanding important performance nuances in the film, according to Rosenbaum, since Welles often separates feelings a person may have about a particular character from the more important understanding of what types or ideas they may represent. I’d ask whether there is some intuitive Brechtian presence at work here that would go against the grain of the average Hollywood type of performance. Rosenbaum furnishes the paradoxes existing within the Quinlan and Vargas characters in Touch of Evil (1958) to support his conception of Welles’s unique presentation of performance in his films.

Freudian elements in the film receive comment, but fortunately Carringer’s infamous “Oedipus in Indianapolis” thesis remains absent. (2) Rosenbaum notes that Welles did play Freud in one of The March of Time segments, but since psychoanalysis was part of the director’s contemporary cultural milieu, he may have used it without any over-emphatic designs on his part as just one of the many influences affecting George. Fanny is certainly hysterical during several parts of the film, the shadow of the peacock indicating this in her bickering with George after the Amberson ball. Though Rosenbaum is probably nearer the mark when he comments that “Everybody is motivated by illogical passions” throughout the film. Naremore notes that Welles emphasized sexual feelings in the film (and also in his radio version?) much more than Booth Tarkington. I feel another reason for his casting of Tim Holt was Welles’s realization that he might not have been able to express feelings of male hysteria on screen as opposed to his voice on radio, where his persona would be in the shadow. Listening to the Mercury Radio presentation of Seventeen reinforces this point, since Welles could easily vocalize a whinny, young mid-Westerner on radio than performing the role before an audience. This is probably one reason why he decided to dub the wimpish voice of Roderigo played by Robert Coote in Othello (1952).

These two critics have published abundantly on Welles’s work and arrive at much better insights than Carringer. They understand the real dimensions of the director’s unique artistry and significance for international cinema. Welles belonged to a certain social class, one he had ambivalent feelings towards, and recognized that they could also create the traps they fell into as well as being victims of a changing historical process. Like Visconti’s The Leopard (1963) and other later European Art Cinema films, The Magnificent Ambersons recognized an inherent conflict between the intellect and frail human emotions that contemporary Hollywood never came to terms with – as it still does not today. As Rosenbaum notes, Welles’s objective approach of never identifying with any of the characters, but moving away from them to see the broader forces determining existence, was problematic from a Hollywood standpoint.

Yet, as the two commentators note in various ways, the issue is never one of either/or. When George enters Isabel’s bedroom following his banishment of a potential rival, the original version as well as the re-shot scene reveals elements of dark, destructive oedipal passions. The emotional aspects are thus as complex and complicated as the historical issues edited from the film. Rosenbaum refers to the sad ending of Don Quixote where the title character disavows his idealism, yet the reader feels a tragic loss at this decision and wishes his illusions could continue, although their problematic consequences are key to the narrative. Although there is no direct parallel between the intentions of Cervantes and Welles in this particular instance, both authors express a complicated understanding of complex emotions that can never be simplified. The fact that this occurred in the studio version of Ambersons does not prevent recognizing that a much deeper, ambivalent artistic understanding of the power of emotion once existed.

In Welles’ original version, the most disliked person on the film would have emerged as a tragic hero, “but the film, as it stands, does not allow him to do that.” Several reconstructions of the original Ambersons as envisaged by Welles have appeared yet as Rosenbaum aptly points out there was never any “ideal film since he was never allowed to finish it.” Instead, the film’s eventual fate, according to him, bore an uncanny resemblance to the Amberson world that became “lost and defaced.” The latter term aptly applies to that atrocious happy ending with different lighting shot by Freddie Fleck that remains today as the studio ending. Yet, the boarding house scene between Eugene and Fanny invented by Welles as his most appropriate conclusion is perhaps the most chilling ever envisaged for a Hollywood film with minimal communication between two former acquaintances and the lack of reaction in Fanny’s face to Eugene’s attempt at contact. Apart from the changing circumstances of World War Two, this was probably the scene that unnerved most viewers – the American Dream is in reality a nightmare with Gothic cinematic overtones questioning the validity of an ideological concept that has always been fraudulent.

Disc Two opens with Simon Callow in “Dangerous Nostalgia” (2018) lasting 25:55 commenting on the positive and mature comments from several preview reviewers, something ignored by Carringer, and that Welles was not the only target during the “house removal” period in RKO. Pare Lorentz and Gabriel Pascal were also kicked out, but RKO took great pleasure in removing the Mercury Team. However, Callow critiques the casting of Tim Holt and prefers a film that would have been more faithful to Tarkington than the changes Welles made to the original source material. Callow does see Ambersons as conveying a “maturity in overall filmmaking that is a big jump forward from Kane.”

Mag 04Francois Thomas contributes a very informative 15:34-minute video essay on the cinematographers involved in both the original version and the re-shooting. Stanley Cortez shot only 25% of the film but was removed by Welles for being too slow. He then used Harry Wild, then Russell Metty (whom Welles would later use in The Stranger and Touch of Evil). Cortez returned for five days but for second-unit work. Significantly, Nicholas Musuraca (1892-1975), later known for his noir cinematography on later RKO films such as The Cat People (1942), The Ghost Ship (1943), The Seventh Victim (1943), The Curse of the Cat People (1944), The Spiral Staircase (1946), Bedlam (1946),  and Out of the Past (1947), was involved in reshooting certain scenes directed by Jack Moss and Freddie Fleck. (3)  In one scene, directed by the former, George goes to Isabel’s bedroom, and his mid-shots certainly differ in lighting technique from those featuring Isabel. Although Holt’s lighting appeared reminiscent of that employed by Welles, an assumption made by Carringer in his audio-commentary, it was actually shot by Musuraca, who appeared to try to capture as much of the original lighting as he was allowed to.

Then follows the usual excerpt from The Dick Cavett Show of August 14, 1970, lasting 36:28 and also featuring Jack Lemmon, this one a little more informative than the usual Criterion selections. Welles remarks on being a “middle-aged gentleman at the age of 15” so was never young but warns against the dark side of magic such as occultism “that may limit us in our choices” stressing the importance of freedom, something that must have motivated his version of The Trial (1962). He also mentions that Hearst was not the sole source for Charles Foster Kane who was really “made up of a lot of people” and that he shoots Don Quixote like a “home movie” that he hopes will appear before the end of the century. “Each time I get a bit of loot I shoot a new scene.” Welles also mentions John Ford and Jean Renoir as his favorite directors.

Joseph McBride’s 28-minute 2018 video essay contains his usual well-researched, informative contribution and destroys the myth of Welles’s supposed economic profligacy, his inefficient type of direction, and emphasizing the majestic nature of the original ballroom sequence. However, when the film was completed after Pearl Harbor, it appeared “subversive” in its attack on industrialization and the automobile, both now essential elements in a new wartime culture. Naturally, a film stressing the dark aspects of modernity would not be welcome, then or now. McBride also demolishes another myth about the Pomona preview. 72 cards were negative but 52 were positive, hardly enough to cause frenzy in the minds of executives. The film did even better at the Pasadena preview, where it elicited only 18 negative responses. Neither did Welles abandon the film. Robert Wise was supposed to travel down to Brazil to work with Welles on editing the work print, but wartime travel restrictions supposedly prevented this. McBride now believes that this “could be an excuse” on the part of those RKO factions hostile to the director.

Since the cut material contained now relevant information, such as environmental pollution and the destruction of the town in a manner reminiscent of Anton Chekov’s The Cherry Orchard, I feel that it not only went against the grain of the typical Hollywood film of the time but could have resulted in Welles being accused of “premature anti-Fascism,” had the original version remained intact and Welles postponed going to Europe in the post-war era. Welles actually brought the original film under budget but he was, as Jean Renoir once remarked, “An aristocrat working in a popular medium,” the two incompatible. One of the poignant losses from the archives is a still showing the final shot of the film, but McBride reproduces his own drawing from memory. Eugene’s automobile is dwarfed in a long shot that shows the now polluted city with an elevated train near Fanny’s boarding house, whose noisy clanging would disrupt any of the little tranquility left to the residents.

A meticulously illustrated 18-minute video essay on the score by Hermann scholar Christopher Husted follows. Like Thomas’s work, this is a superior example of its kind not bogged down by theoretical rambling. Husted notices the “graceful symmetries” occurring in the films and how Herrmann’s score complemented the visual structures Welles utilized in his conception. Excerpts from the audio interview conducted by Peter Bogdanovich next appear, some of which would be printed in This is Orson Welles (1998) and others in the audio-book version. In addition to Tim Holt’s well-known roles, Welles also mentions his appearance in Back Street (1941), his stunt work for John Ford, and how he was capable of a “dark and terrifying” performance, as opposed to his usual “bread-and-butter western roles.”

Orson WellesAn informative 29:44-minute except from the 1978 AFI Symposium featuring Richard Wilson, sound recordist James G. Stewart, and Jeanette Nolan follows. It emphasizes Welles’s work on sound, both in radio and film. Wilson noted that Welles “did it as he felt it when the rhythm moved him” as well as his meticulous direction of actors, while Stewart comments on the subtlety of sound recording then as opposed to contemporary preferences for loudness. On Welles, the sound expert remarks that “his whole history is a history of experimentation.” Jeanette Nolan mentions that 60% of Macbeth was pre-recorded, like many scenes in Ambersons, and played back for the actors to synchronize on screen. She also mentions that Ted de Corsia also worked in radio. The second disc ends with two Mercury radio performances of Tarkington’s work, the 1938 Seventeen with Orson playing a callow Midwestern youth, and the 1939 performance of The Magnificent Ambersons with Orson playing George, Ray Collins as Uncle Fred (not Jack) and Walter Huston as Eugene Morgan, but not Aunt Fanny. Both last 60 minutes. Complementing this disc is a stimulating essay, “What is and What Might Have Been” by Molly Haskell where she states her feelings that the present version now suffices, but I feel, like many, to wish to see “what might have been.”


  1. This issue also does not deter Victor Perkins in his excellent monograph The Magnificent Ambersons. London: BFI, 1999.
  2. For a well-deserving response to this argument, see Jonathan Rosenbaum, Discovering Orson Welles. Berkeley: University of California Press, 2007, pp. 209-215.
  3. For one example of how the RKO Welles style also influenced future directors see Tony Williams, “Welles, Toland, Aldrich and Baroque Noir Expressionism,” Film Noir: Light and Shadow. Eds. Alain Silver and James Ursini. Milwaukee, WI.: Applause Cinema and Theatre Books, 2017, pp. 182-209. Although not a “film noir”, Citizen Kane operated as a precedent for the developing style of American film noir and Robert Porfirio demonstrates the pivotal relevance of its aesthetic break as a demarcation point for the noir cycle” (114) in his outstanding doctoral dissertation The Dark Age of American Film: A Study of the American Film Noir. Vol.1, Yale University, 1977.

Tony Williams is Professor and Area Head of Film Studies in the Department of English, Southern Illinois University at Carbondale and a contributing Editor to Film International.

Read also:

New Directions Emerging: Orson Welles in Focus, Edited by James R. Gilmore and Sidney Gottlieb

Compleat Welles, in “Drops of Sorrow”: Macbeth on Olive Films

Rare Welles No Longer Unseen: Chimes at Midnight and The Immortal Story on Criterion