"The Magnificent Ambersons" (1942) is a drama set at the end of the 19th century and the beginning of the 20th century. The downfall of a family from Indiana is detailed. The film was produced and directed by Orson Welles. Welles adapted Booth Tarkington's Pulitzer Prize–winning 1918 novel 'The Magnificent Ambersons'. This novel is about the declining fortunes of a wealthy Midwestern family and the social changes coming with the new automobile age. Film stars are Joseph Cotten, Dolores Costello, Anne Baxter, Tim Holt, Don Dillaway, Agnes Moorehead, and Ray Collins. Welles provided the film's narration.

This film by Welles follows two generations in a well-to-do Indianapolis family. Isabel (Costello) receives a marriage proposal from the dashing Eugene (Cotten). She opts instead to marry a boring man named Wilbur (Dillaway). Time passes, and Wilbur and Isabel's only son, George (Holt), is a controlling figure and loathed in the town. When Wilbur dies, Eugene again proposes to Isabel. George threatens his mother's union. At the same time, George is courting the woman he wants to marry. Besides love and marriage issues, a string of tragedies befall the entire family.

"The Magnificent Ambersons" is regarded as one of Welles' masterpieces. But, the film didn't make a profit; it was a box office failure. It however, still got four Oscar nominations: Best Picture, Best Actress in a Supporting Role (Agnes Moorehead), Best Black-and-White Art Direction, and Best Cinematography.

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