Behind the Camera on THE MAGNIFICENT AMBERSONS

In a departure from standard Hollywood practice, director Orson Welles rehearsed his actors for five weeks before he started filming.

Production started October 28, 1941. When RKO studio chief George Schaefer saw some of the earlier scenes a month later, he was delighted and made sure Welles knew it. Editor Robert Wise reports that all involved thought the film was going to be a masterpiece.

Welles instructed cinematographer Stanley Cortez to use the kind of low-key lighting found in antique photographs.

The sleigh-riding scene was shot inside a Los Angeles ice factory. It took 12 days to perfect the snow effects and get the actors' breath to appear just right for the camera. Then filming took longer than expected because the cold kept causing equipment problems. Everybody except Welles contracted head colds from working on the sequence. Ray Collins, who played Uncle Jack, lost several days when he came down with pneumonia.

Welles had problems with cinematographer Stanley Cortez from the beginning of the picture. Unlike Gregg Toland, the cinematic innovator who had shot Citizen Kane, Cortez had great difficulty meeting Welles's image of the film. One sequence Welles wanted, a long point of view shot as George walks through the now empty mansion, took him four days to set up. Welles was so unhappy that he ended up scrapping the shot. Toward the end of production, he demoted Cortez to shooting second-unit work and had his assistant, Harry Wild, take over.

For the kitchen scene in which George and Uncle Jack tease Fanny about her infatuation with Eugene Morgan, Welles rehearsed the actors for five days. He did not write a word of the scene. Instead, he discussed each character's background with the actors and then asked them to improvise it as the camera rolled. The four minute plus scene plays out in a single take.

There are two versions of how Welles shot Agnes Moorehead's breakdown scene in the abandoned mansion. In one, he did numerous takes of the intricate dolly shot until the actress almost had a breakdown during the take he printed. According to Moorehead, he spent the day suggesting different ways for her to play it, then had her put it all together so he could get the scene in one take. When people asked if she was exhausted, she protested that she found the work exhilarating, later stating that she couldn't sleep for a week afterwards.

In the fall of 1941, the State Department approached Welles about making a film to promote good will between the U.S. and South America. The idea he came up with was It's All True, a documentary about life in South America. RKO agreed, partly because of the need for films to appeal to the Latin American market, which had replaced the European market during World War II, and partly because the U.S. State Department would contribute to the film's budget. But to film a segment set at Mardi Gras, Welles would need to be in Brazil in February 1942, when he was scheduled to do postproduction work on The Magnificent Ambersons and start work on Journey Into Fear. To accommodate the schedule change, Welles handed direction of Journey Into Fear to Norman Foster. The film's production was moved up to start in January, so he shot his supporting role at night while finishing direction of The Magnificent Ambersons during the day. Since Schaefer wanted to release Ambersons for Easter, Welles left Mercury Theatre business manager Jack Moss in charge of postproduction. He also arranged to send editing instructions via telegram to Wise, who would then fly to Brazil to screen footage for him and discuss further changes.

Throughout filming there had been sound problems because of the extensive use of moving camera and crane shots. Rather than delay shooting further, Welles ignored suggestions that the problems be worked out. As a result, the cast had to re-dub almost all of the film's dialogue, at a cost of $25,000. That was three times what had been budgeted for re-dubbing.

Another factor driving up the film's cost was art direction. Where Perry Ferguson on Citizen Kane had created impressive sets with a minimum of expense, largely through suggesting more on screen than was actually built, Mark-Lee Kirk built full sets for everything, even sets only glimpsed for a few minutes. For Wilbur Minafer's funeral, he built an elaborate parlor set filled with floral displays, even though most of the room wouldn't even be seen. The film's final set-construction cost was $137,265.44, a higher proportion of set costs to the overall budget than that of Gone With the Wind (1939).

The film finished shooting on January 22, 1942, more than $200,000 over budget and 14 days behind schedule.

In February 1942, Wise assembled a three-hour version of the film and flew with it to Miami, where Welles screened it and gave cutting notes on his way to Brazil. That was the last time Welles got to work on the film. Because of wartime travel restrictions, the U.S. government refused Wise permission to travel to Brazil for the final editing.

Working from Welles's notes, Wise cut the film to 132 minutes and sent that version to Welles in Brazil. Although most scholars consider that the definitive version of the film, Welles requested another 22 minutes of cuts, most of them depicting George Minafer's efforts to end his widowed mother's relationship to Eugene Morgan. Wise complied and turned in that 110 minute version of the film.

The Magnificent Ambersons had its first preview in Pomona, Calif., on March 17, 1942. It was shown to an audience largely composed of teenagers who had come to see the Paramount musical The Fleet's In (1942). The audience laughed at dramatic moments, particularly Agnes Moorehead's big scenes as the neurotic Fanny Minafer. Most of the comment cards were overwhelmingly negative, one counseling that "People like to laff [sic], not be bored to death." The positive ones were very strong, particularly one stating, "Too bad audience was so unappreciative." Schaefer called it the worst preview he'd witnessed in 28 years in the business.

The film's second preview was set in the more sophisticated town of Pasadena. Wise had restored Welles's 22 minutes of cuts and made smaller cuts in other places to make up the difference. The results were much more positive, but panic had already set in at the studio. When Welles heard of the problems, he begged the studio to send Wise to Brazil so they could re-cut the film together, but that was still impossible. Instead, RKO created a committee consisting of Moss, Wise and Joseph Cotten to shorten the film. Welles sent lengthy telegrams to the committee suggesting changes. In the end, RKO chief George Schaefer turned the entire editing process over to Wise.

The final scene, showing Joseph Cotten and Agnes Moorehead in the hospital, was shot by Welles's assistant director, Freddie Fleck. Neither the lighting nor the score (which Bernard Herrmann did not compose for the scene) matched anything else in the film. In the original ending, which Welles considered one of the best scenes in the film, Eugene (Cotten) visits a now withdrawn Fanny (Moorehead) in her new home, a boarding house filled with noisy eccentrics. That provided an ironic counterpoint to his good news about George's recovery and his reconciliation with Eugene's daughter, an effect heightened when he leaves the boarding house, and the camera pulls back to reveal that it is the converted Amberson mansion.

In his first directing assignment, Wise shot a few additional scenes to patch up the film's continuity. Post-production head Jack Moss also filmed some additional footage. Gone from Welles's original were any hints of George's Oedipal relationship with his mother, the scenes depicting the town's transformation from 19th century gentility to modern impersonality, and the family's attempts to save themselves financially. The ball sequence, which Welles had shot in one long crane shot covering the three floors of the Amberson mansion, was re-edited to remove a long chunk of dialogue, thus destroying the effect Welles had originally created. Re-shot scenes included George and Isabel discussing Eugene's letter and deciding to go to Europe, George's keeping Eugene from seeing Isabel on her deathbed, and the end of Fanny's breakdown. In the latter, everything after the long dolly shot was re-done by Moss to cut down on Fanny's hysterics as she sits with her back against the water heater.

There is some debate over how much Wise and Moss fought to preserve Welles's vision. Wise has always said that cutting the film was a painful process dictated by economic necessity and changing times (the nation was going to war, and audiences would have little time or patience for the thoughtful, lengthy film Welles originally made), but Welles considered him a traitor and never spoke to him again. Future director Cy Endfield, who was working for the Mercury Theatre at the time, has said that Moss deliberately ignored Welles's telegrams and phone calls.

RKO previewed Wise's new version, running 87 minutes, in Long Beach to better response than the initial preview had experienced. Wise then did some more tinkering, resulting in the 88-minute version released to theatres in June and currently available.

By this time, Schaefer was out as RKO president, partly because of the financial losses on Welles's films. His replacement, Charles Koerner, fired Welles and the Mercury Theatre, shut down production on It's All True and dumped The Magnificent Ambersons on the lower half of a double bill with the B comedy Mexican Spitfire Sees a Ghost (1942). With a shortage of storage space on the lot, he ordered all existing negatives of the film's original version burned.

The film's tagline was "Real life screened more daringly than it's ever been before!"

As late as the '60s, Welles considered assembling the surviving cast members (Holt, Baxter, Cotten and Moorehead were alive at the time) to film a new final scene. It would have shown the characters 20 years later. Unfortunately, he couldn't get the rights.

Welles could never bring himself to watch the revised version. In the early '80s, director Henry Jaglom, a Welles protege, convinced him to watch an uninterrupted cablecast of the film. Welles watched enrapt for the first hour or so, then clicked off the film, saying "From here on it becomes their movie..." (David Kamp, "Magnificent Obsession," Vanity Fair, January 2002).

by Frank Miller