DIRECTOR/PRODUCER: Orson Welles
PRODUCTION CO: RKO Radio Pictures, Mercury Productions
SCREENPLAY: Orson Welles, based on the novel by Booth Tarkington
PHOTOGRAPHY: Stanley Cortez
EDITOR: Robert Wise
WITH: Joseph Cotten (Eugene Morgan), Dolores Costello  (Isabel Amberson Minafer), Anne Baxter (Lucy Morgan), Tim Holt (George Amberson Minafer), Agnes Moorehead (Fanny Minafer, Wilbur's sister), Ray Collins (Jack Amberson, Isabel's brother), Erskine Sanford (Roger Bronson), Richard Bennett (Major Amberson, father of Jack & Isabel), Don Dillaway (Wilbur Minafer), Orson Welles (narrator)   

REVIEW

Orson Welles’s beautiful, nostalgia-suffused second feature — the subject of one of cinema’s greatest missing-footage tragedies — harks back to turn-of-the-twentieth-century Indianapolis, chronicling the inexorable decline of the fortunes of an affluent family. Adapted from an acclaimed Booth Tarkington novel and featuring restlessly inventive camera work and powerful performances from a cast including Joseph Cotten, Tim Holt, and Agnes Moorehead, the film traces the rifts deepening within the Amberson clan — at the same time as the forces of progress begin to transform the city they once ruled. Though RKO excised over forty minutes of footage, now lost to history, and added an incongruously upbeat ending, The Magnificent Ambersons is an emotionally rich family saga and a masterful elegy for a bygone chapter of American life.

_ Criterion.com
 
Orson Welles’s second film, from 1942, has greater depth than Citizen Kane, though it doesn’t have the driving force that might have held it together… Welles achieved some great sequences of family life — intense, harrowing squabbles. Tim Holt plays the arrogant, mother-fixated son who falls from the American aristocracy to the working class; Dolores Costello, the fragile blond beauty of the silent era, is his soft, yielding mother; and, as the nervous, bitter hysterical-spinster aunt, Agnes Moorehead is uncannily powerful, in a hyperrealistic way. (It’s a classic performance.) With the amazing old Richard Bennett as the family patriarch, Joseph Cotten, Anne Baxter, and Ray Collins. The film wasn’t completed in the form that Welles originally intended, and there are pictorial effects that seem scaled for a much fuller work, but even in this truncated form it’s amazing and memorable. 

— Pauline Kael, New Yorker

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