‘The Magnificent Ambersons’: The Fascinating Story of Orson Welles’ Studio-Tainted Masterpiece

Cinematographer Stanley Cortez lines up a shot with director Orson Welles for The Magnificent Ambersons at the RKO ranch in 1942. Production still photographers: Alexander Kahle, Phil Stern © Mercury Productions, RKO Radio Pictures


By Sven Mikulec

It was sometime in 1980 when Orson Welles finally sat down and agreed to watch The Magnificent Ambersons, giving in to his persuasive colleague and protégé Henry Jaglom. After about an hour, Welles turned off the TV, saying “from here on, it becomes their movie.” The frustration, dissatisfaction, anger and a feeling of betrayal born back in 1942, when RKO started screening the period drama Welles believed could be his real masterpiece, was still very much there. The film was taken from his hands, mutilated, cut, rearranged and transformed into something RKO believed the sensitive audiences would prefer. The studio simply didn’t have the courage to stick with Welles’ vision. After a test screening that went rather badly, RKO attributed the split audience reactions to the filmmaker’s stubbornness and his insisting on a specific style and somber tone echoing throughout the picture. There were no meek responses: the viewers were either thrilled or utterly disappointed. One of the comment cards read something along the lines of “people want to laugh, not be bored to death.” RKO didn’t want to take any chances and assigned editor Robert Wise to reshape it. The second test screening was met with a more favorable response, so the heavily edited studio version of The Magnificent Ambersons was released in July, much to Welles’ disappointment.

The film was nominated for four Academy Awards, and interestingly enough, even in such a disfigured condition, the movie was hailed as one of the best pictures American cinema produced. In the whole history of film criticism and analysis there almost certainly hasn’t been a film so heavily written about in the vein of how much better it could have been had the studio left it in its author’s hands. The most famous “stolen” movie of all time, The Magnificent Ambersons is still considered a classic example of the negative impact big studios can have on real artists and their work. And yet, it’s safe to say that the main reason why people discuss the issue so much is the fact that the version Welles angrily washed his hands off and called ruined is, in fact, a marvelous film, naturally leading us to think about the never-realized potential of his original piece.

The Magnificent Ambersons, the story of the financial fall of a rich Midwestern family with a firm belief in the untouchability of their social ranking which fails to adapt to the new era of automobiles, is based on a Pulitzer Prize-winning 1918 novel written by Booth Tarkington. Welles was introduced to the material in the form of a 1925 film called Pampered Youth. Impressed and inspired, he first adapted the story into a one-hour CBS radio drama in 1939. After the huge critical success of Citizen Kane, Welles was trying to decide what his next project should be. The first idea was an adaptation of Arthur Calder-Marshall’s espionage novel ‘The Way to Santiago,’ but the film about a fascist organization in Mexico was a seen as a possible threat for the US–Mexican relations. RKO chief George Schaefer suggested an adaptation of Eric Ambler’s spy novel ‘Journey Into Fear,’ but Welles discarded it as he didn’t think it was special enough. There were also talks about Cyrano de Bergerac and a film about the French serial killer Henri Landru, but it all fell through. Intrigued by Tarkington’s novel and the way it chronicles both a single family’s struggle with reality and, on the larger scale, the way technology transforms society and forces people to adapt, Welles reached his decision and started preparing for The Magnificent Ambersons.

He chose Joseph Cotten, Dolores Costello, Anne Baxter, Tim Holt and Agnes Moorehead to star in the film, also casting Ray Collins, the only actor who also worked on the radio version of the story. Since his Citizen Kane cinematographer Gregg Toland was unavailable, Welles hired Stanley Cortez to take over the camera, while the music was scored by Welles’ Citizen Kane collaborator Bernard Herrmann, even though the outraged composer would later insist that the studio takes off his name from the credits, disappointed by what they had done to his work. The film was edited by Robert Wise, the man Welles found exceptionally good on Citizen Kane, but with whom the director stopped speaking after The Magnificent Amberson’s premiere. The film was shot from October 1941 to January 1942, it went fourteen days behind schedule and more than $200,000 over budget.

Even if I’d stayed in the US to finish The Magnificent Ambersons, I would’ve had to make compromises on the editing, but these would’ve been mine and not the fruit of confused and often semi-hysterical committees. If I had been there myself, I would have found my own solutions and saved the picture in a form which would have carried the stamp of my own effort. —Orson Welles

There are three distinct reasons why The Magnificent Ambersons was taken away from Welles, and all of them are easy to trace. First of all, in order to get RKO on board, Welles gave away his right to the final cut, believing he could remain in control of bringing the film from the editing room to the silver screen. But soon after shooting ended, Welles was asked to go to Brazil to make a documentary film as part of the wartime Good Neighbor Policy. Wise was supposed to accompany him so they could work on The Magnificent Ambersons together. However, thanks to wartime travel restrictions, Wise had to stay in the US and communicate with Welles through wires, and the filmmaker soon lost all control over the project as RKO was petrified by the results of the test screenings, urging Wise to take over. Thousands of miles away, bitter and helpless, there was nothing Welles could have done. The studio cut around 40 minutes of his material and put in a clumsy happy ending to satisfy the audiences, an ending that’s so tonally and technically different from the rest of the film that it doesn’t take you more than a glance to notice how artificial it really feels.

“They destroyed Ambersons, and it destroyed me,” Welles later said. It was supposed to be his ultimate masterpiece, a film he felt was even better than Citizen Kane, a project so promising from the start that everyone involved felt they were making something great. And now, three quarters of a century later, it’s a film actually considered to be one of the most accomplished ever. A bitter taste in Welles’ mouth, however, has managed to transform the story of The Magnificent Ambersons into one of the greatest mysteries Hollywood ever had. Until one day someone discovers the cut that Wise sent to Welles in Brazil only to be misplaced somewhere, we can only imagine what a completely Wellesian The Magnificent Ambersons might look like.

A monumentally important screenplay. Screenwriter must-read: Orson Welles’ screenplay for The Magnificent Ambersons [PDF]. We also recommend you to listen the long out-of-print Criterion Collection Laserdisc commentary with Orson Welles historian Robert Carringer [MP3]. The Magnificent Ambersons radio performance comes from the super-rare Criterion CAV Laserdisc, courtesy of The Mercury Theatre on the Air [MP3]. (NOTE: For educational and research purposes only). The DVD/Blu-ray of the film is available from the Criterion Collection in new 4K digital restoration, with uncompressed monaural soundtrack on the Blu-ray. Absolutely our highest recommendation.

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An Orson Welles script with a different ending from The Magnificent Ambersons. Imaged by Heritage Auctions.


Leslie Megahey interviews Orson Welles for The Magnificent Ambersons and his unfinished film It’s All True, also, Robert Wise and Peter Bogdanovich talk about The Magnificent Ambersons, from the documentary Arena: The Orson Welles Story (1982).


“There are two great ‘lost’ movies in the annals of Hollywood filmmaking, Erich von Stroheim’s Greed and Orson Welles’s The Magnificent Ambersons. Neither film is lost in a literal, vanished-and-gone sense—both are available on video, are occasionally screened in theaters, and are highly regarded by film critics (four stars apiece in Leonard Maltin’s Movie & Video Guide, for example). Rather, their tragic ‘lost’ status stems from the fact that they exist only in truncated, bowdlerized form, having been wrested from the hands of their visionary directors by studio functionaries who were too craven and bottom-line-obsessed to cut these directors some auteurist slack. Since both films well pre-date the preservationist era of film-as-art-and-heritage—Greed was released in 1925, The Magnificent Ambersons in 1942—they have suffered the further indignity of being unreconstructible; studios back in those days didn’t hang on to excised footage for the sake of future director’s cuts on DVD, so the reels upon reels of nitrate film trimmed from the original versions were—depending on which movie you’re talking about and which story you believe—burned, thrown in the garbage, dumped into the Pacific, or simply left to decompose in the vaults.” —Magnificent Obsession


The late, great Stanley Cortez often said that light was “an incredible thing that can’t be described,” and that every day he learned something new about it. He further maintained that “only two of all the directors I’ve worked with understood it: Orson Welles and Charles Laughton.” For Welles’s The Magnificent Ambersons and Laughton’s The Night of the Hunter, Cortez used light and shadow to create enough perfect black-and-white images to fill an art gallery. Cortez had gone to New York to shoot tests for David O. Selznick when Welles asked to borrow him for The Magnificent Ambersons, which was about to start at RKO. Welles had seen some of Cortez’s work in Universal mystery films, especially the 1941 comedy-mystery The Black Cat, and wanted a somewhat similar look for The Magnificent Ambersons. Cortez arrived in Hollywood on Monday and shot the first scene the next morning, with no preparation. Based on a Booth Tarkington story, the picture takes place in the early part of this century, and relates the tale of an American family that is unable to change with the times. Three interior floors of the Amberson home, filled with gingerbread woodwork, fancy wallpaper, heavy furniture and a massive staircase, were built on Stage 3 at RKO’s Hollywood studio. Cortez recalled that when he’d seen the set before he went to New York, he said to himself, “I pity the poor bastard who has to photograph this damned thing!” Snow scenes involving a sleigh ride were set up in the big ice plant in downtown Los Angeles.


Street scenes and other exteriors were made at RKO-Pathé in Culver City. Welles and Cortez struck up a good rapport, but Welles later became increasingly impatient with Cortez’s perfectionistic approach to lighting. The cameraman was quoted as saying, “When you’re doing a picture with Orson Welles, Orson runs the show, and if he doesn’t, his voice does.” However, the extra effort paid off in artistic compositions, rich blacks and scenes of remarkable depth. Welles was still producing and acting in his Mercury Theatre radio dramas, and sometimes was unable to be on the set. On these occasions he left recorded directions for Cortez and editor Robert Wise, who would film the scenes without him. The 10-day shoot in the ice house made it possible to use real snow and show the frosty breath of the actors, but it was tough going. In their attempts to stay warm, the crew wore fur-lined leather coveralls and sipped brandy. Arc lights were used to create a sunlit effect on the snow, and the cold caused incandescents to burst at unexpected moments. At one point, actor Ray Collins was sidelined with pneumonia. Because RKO was committed to furnishing double-bill programs, a new studio chief decreed that no feature could be longer than 7,500 feet. Cortez was horrified when many of his favorite scenes from The Magnificent Ambersons were chopped out. Even in its truncated state, the picture stands as one of the finest examples of black-and-white cinematography ever to grace the screen. —From the ASC website, ©1999



Excerpts from an interview with Robert Wise by Mike Thomas, “If the original Welles cut didn’t work, which version was the true Ambersons, the best Ambersons? Since Robert Wise has long been tarred with the rep of the one who ‘destroyed’ the film, the only solution was to watch the film with Wise, armed with the Carringer book, and discuss the missing scenes. ‘This is the last time I’m going to talk about Ambersons,’ said Wise before we sat down to watch the Laserdisc.” Read the full interview at MT @ the Movies: The Decline & Fall of The Magnificent Ambersons © Mike Thomas.

One of the surprising things in the Carringer book was his claim that Welles was ordering some drastic cuts of his own.
I don’t know about that. He wasn’t there, he was in Rio. He’d gone down at the request of the State Department to try and keep Brazil on our side during the war and he was happy to go down there and get out of the draft. He was draft age, remember, about 26, and he went down to make a film with the Brazilian filmmakers. And, according to the stories that came back, he was having some parties and a pretty good time.

You’d gone down to Miami with him?
I took the work print with me and spent three days and nights recording all his narration at the Max Fleischer animation studios. He left at dawn in an old flying boat and that was the last time I saw him for several years.

He left you in charge of post-production?
He left me and Jack Moss, who was his business manager, in charge. At a certain point the studio became concerned because they had a lot of money tied up in the picture, about a million dollars, which was a big budget in those days. So we went out for some previews with our work print. We’d usually preview a picture in one of the local theatres that could play separate picture and sound tracks. We’d get a temp track and go out and do a sneak preview.

Did you preview Kane?
No, we didn’t on Kane. There were no previews. But it was standard practice to take a picture out out and we took this one to Pomona and the preview was just a disaster. The audience disliked it, they walked out, they were laughing at Aggie Moorehead’s character and it was an absolute disaster. So what were we going to do with it? We went back and cut out the scenes with Aggie Moorehead where they were laughing at her over-the-top performance. It was a long picture, as I recall.

Two hours and 12 minutes.
I thought it was longer. Well, we took it the next time to Pasadena and it played a little better but still not acceptable. We then cut some more and re-arranged things and the third time we took it to Inglewood but we had cut so much out we had continuity problems and needed some new scenes to bridge the gaps. They asked me to direct a scene between George and his mother and that was one of my first directing experiences, that scene between Dolores Costello and Tim Holt in her bedroom. We took it to Long Beach and they sat for it, they didn’t walk out, they didn’t laugh. And that’s the way it went out. We had to get a version that would play for an audience.

It was Freddie Fleck who directed the new ending.
He was the production manager. The new ending was not that different in content, just staged differently.

Let’s take a look at the film.
That was one of my first jobs, synching up those dot, dot dot, dots.

Where did they shoot the picture?
Down at what we called the “Forty Acres” in Culver City, the RKO Pathe Studios.


Here’s one of the first cuts.
(The ballroom sequence)
Yes, this was a long shot, it took him a day or two to line up. It went round and round the ballroom and up the stairs and it just went on forever. People were coming and going and picking up other people’s dialogue and it didn’t hold, it just didn’t work so we had to make some cuts and put in some dissolves over the cuts.

Welles called it “the greatest tour de force of my career.” The complaint is that in cutting the long single take you destroyed the spatial relationship of the layout of the mansion.
All that’s fine but the thing was very long. The pace dragged and we had to pick it up.

It was done in a horseshoe pattern, with the camera moving backwards?
It was going all over the ballroom in one take. It took him three days overall; a couple of days to get the lighting, the blocking, rehearsing the actors, getting the timing right, then one day of shooting.

These sets are amazing. Did you know the art direction was nominated for an Oscar? In fact, the film received four Oscar nominations, including Best Picture, Best Supporting Actress, and Best Cinematography.
The picture wasn’t destroyed then, if it was nominated for Best Picture, was it? I have always said that despite what Orson said, since it has come down through the years as a classic in its own right , that means we didn’t destroy it.

A lot of people actually prefer it to Kane.
They’re out of their minds. But it is an outstanding film.

I find it has more heart than Kane, there’s an elegiac quality that is very touching.
I remember being so moved by the radio version of it on the Campbell’s Soup Hour. We used to listen to it on Sunday nights on the radio, that was my first exposure to Orson. I was so moved by it, I was really excited when I learned that it was going to be the follow up to Kane. I thought, this will show those people who thought Kane didn’t have any heart, this will be Orson’s chance to prove that he has heart. But he didn’t get it in the film.

(Eugene and Isabel dance alone on a deserted ballroom floor)

This scene is one of the loveliest in the entire film, yet Welles’ cable of March 27, 1942 proposed cutting it.
Really? I don’t remember that.

He sure loved putting the camera on the floor, didn’t he?
He got that from John Ford.

(The long scene in the upstairs hallway)


It must be easy for an editor when there are long takes like this. Did he ever have a second camera shoot back up?
Very rarely.

(The sleigh ride scene)

I read that you had to re-record all the sound on this on the roof of an RKO building.
This was all shot in a big freezer downtown, a refrigeration plant, real snow. But the sound was no good, it was hollow. So we got the actors on the roof of the recording building at RKO and I was downstairs watching the picture on the screen as they dubbed their lines.

Didn’t he have all the actors originally pre-record all their dialogue onto records?
When he finished Kane I had to fight Orson like hell to get him in to re-record some of his lines. I thought, because of his radio background, he’d be marvelous, and he was. He was a master at it. Well, when it came time to do Ambersons he decided to get the whole cast together and record the dialogue and when it came time to shoot the picture he’d have the cast mouth their lines while the record played. Orson was such an extremist. He tried it one morning and it was chaos. But at least he had the advantage of rehearsing the whole picture.

I’ve wondered if he liked to go with these long takes because of his theatre background?
Not just theatre background. If you have a good scene for the actors to play you don’t need to have a lot of cutting. Normally, you’d shoot some close-ups. He might have shot them and then decided he didn’t need to use them.

Now, in this sequence, when George walks to the window, there’s a dissolve. But originally, the scene continued as he runs outside as he realizes apartments are being built on the Amberson lot and starts arguing with Uncle Jack in the rain.
I never in all my years heard so many laughs in all the wrong places. Now, this scene in the automobile factory, we were shooting right after Pearl Harbor was attacked.

Now, here’s the scene you directed… (George reads his mother’s letter and visits her in the bedroom) and there’s another scene on the porch that was cut.
Those porch scenes were long and didn’t really add much.

I read that one of the reasons the first preview didn’t play well is because they ran the film after a musical, ‘The Fleet’s In.’
I don’t think that had anything to do with it. There were problems with the film.

I also read where the preview cards were something like 72 negative to 53 positive.
And those were from the people who stayed! A lot of them had already walked out of the picture by the time it was over. I’ve always maintained that in its original version, Ambersons may have been a greater work of art, but we had to get the film so it would hold people’s attention. I shot this scene with this old guy. All I had to do was to get him to remember his lines. Orson lined it up and everything, and rehearsed it with him, but he couldn’t remember the dialogue. Orson was standing off camera and whispering the lines to him and finally, he had to go away and do something, line up another shot or something, and he asked me to do the scene. It didn’t take any direction. I just shot it when he finally remembered his lines.

(Major Amberson staring into the fireplace contemplating his death)


It’s one of the most haunted, moving scenes I’ve ever seen. Now, here in the train station scene which you trimmed, I understand there was a shot of George lending Uncle Jack money. I’m surprised you cut that, since it shows the decent side of George and softens his character.
They were originally sitting down as I recall… (Looks at still photo in Carringer book) I think we felt that we needed to pick it up and move it along.

Where’d they shoot it?
On the set. It’s diminished perspective.

Now, we come to the walk home. I guess there was originally a long P.O.V. tracking shot through the deserted mansion.
Yes, there was. I remember, he spent quite a bit of time on it.

Now, of course comes the infamous re-shot ending. It’s not fashionable to say so, but I actually think this scene works.
So do I.

It may not have the same visual style as Welles but the dialogue is straight out of the book, the radio show, and the original ending in the script.

That’s what so fascinated me when I read the original ending in the Academy Library and discovered it was almost verbatim to the new ending, Eugene telling Fanny that he’d brought Isabel’s boy “under shelter” and “that at last I’d been true to my own true love.”
I’ve always said that Kane was the only project where Welles was truly focused. He always had so many things going, when he was doing Ambersons, he was doing the Lady Esther radio show, he was producing and acting in Journey Into Fear, and the getting ready to go to Rio. He simply had too much else going on. He was as much of a genius as anyone I’ve ever met, but he just didn’t have much self-discipline.

Why did RKO destroy the footage?
It was standard practice that, after the previews, when you’d come backand take sequences out you’d put them in the vault. About six months after the films were released and if you didn’t need to change the film, they’d sell the footage for the silver. But that was nothing particular with Ambersons. It was just company practice. All this about how we destroyed and mutilated it is nonsense.

I’ve always wondered why there such a strong reaction to this version when it seems so lyrical and poignant.
If the film had come out a year before, it would have gotten a completely different reception but at this time people were gearing up to go to war, getting jobs in aircraft factories, the Arsenal of Democracy and people didn’t seem to have the patience to care about the problems of Georgie Amberson. And remember, back then the average picture was 90 minutes, if you had something that went over an hour and a half you were in trouble.

Well, like they say, timing is everything. —The Decline & Fall of The Magnificent Ambersons by Mike Thomas



The making of The Magnificent Ambersons and its disastrous post-production and release has intrigued cinema lovers and haunted Welles aficionados for years. The article from Empire features an interview with Joshua Grossberg as part of a larger piece about the legend of the lost print. Below you can scroll through the whole piece. —An interview with Joshua Grossberg about Orson Welles’ The Magnificent Ambersons


Below: The Magnificent Ambersons storyboards.


The Magnificent Ambersons Production History (audio montage) is based on one done for The Projection Booth Episode 143. The Projection Booth examine its production, its destruction, and attempts to restore what many consider Welles’s forgotten masterpiece. Voices: Ed Asner, Peter Bogdanovich, “Mondo” Justin Bozung, Peggy Daub, Christopher Welles Feder, William Friedkin, Shifra Haran, Leslie Megahey, Joseph McBride, Christian McKay, Jonathan Rosenbaum, Roger L. Ryan, Rob St. Mary, James G Stewart, Orson Welles, Mike White, Robert Wise, and more. Sources: Interviews from The Projection Booth podcast, Hollywood the Golden Years: The RKO Story, Arena: The Orson Welles Story (BBC4), This is Orson Welles (audio book), Me & Orson Welles, and more.



A vintage interview captures the artist reflecting on Citizen Kane and expounding on directing, acting and writing and his desire to bestow a valuable legacy upon his profession. The scene is a hotel room in Paris. The year 1960. The star, Orson Welles. This is a pearl of cinematic memorabilia. In the first of a two-part interview, Welles discusses creativity, politics, the press and art criticism. He also ponders the idea of “home” and comments on the impact of Citizen Kane, a film he made when he was only in his mid-20s.


American actors aren’t good at period pieces. Television is a second-rate medium. Friendship is more important than art. These are just a few of the assertions made by Orson Welles this 1960 episode of Close-Up, the second of a two-part interview with the renowned filmmaker and actor. While chatting with CBC’s Bernard Braden, Welles also discusses what he thinks was his best acting role ever (Harry Lime in the film The Third Man), and sings the praises of his cameraman on Citizen Kane.


In the late ’60s and early ’70s, filmmaker Peter Bogdanovich had conducted extensive interviews with Welles, but a number of circumstances—including the director’s decision to compose an autobiography that he never got around to writing—kept the interviews out of the public eye. Finally edited and annotated by Jonathan Rosenbaum, these conversations give wonderful insights into Welles’s craft and personality. He discusses his forays into acting, producing, and writing as well as directing, his confidences and insecurities, and his plans for film projects that were either never made or only partially completed. He also offers insights into the triumph of Citizen Kane and later masterpieces like The Lady from Shanghai, Touch of Evil, Othello, and Chimes at Midnight. His defense of his controversial adaptation of Kafka’s The Trial is so fascinating that listeners might want to rush out and rent the film. —Interviews with Orson Welles


Here are several photos taken behind-the-scenes during production of Orson Welles’ The Magnificent Ambersons. Photographed by Alexander Kahle & Phil Stern © Mercury Productions (as A Mercury Production by Orson Welles), RKO Radio Pictures. Intended for editorial use only. All material for educational and noncommercial purposes only.


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