''The Magnificent Ambersons'' is a [[TheForties 1942]] U.S. PeriodDrama, the second feature film produced and directed by OrsonWelles. Welles adapted Booth Tarkington’s Pulitzer Prize-winning 1918 novel, about the declining fortunes of a proud Midwestern family and the social changes brought by the automobile age. The film stars [[Film/CitizenKane Joseph]] [[Film/TheThirdMan Cotton]], Dolores Costello (Creator/DrewBarrymore's grandma!), [[Film/AllAboutEve Anne Baxter]], Tim Holt, [[Film/CitizenKane Agnes Moorehead]], and Ray Collins, with [[TheNarrator Welles providing the narration]].

[[ScrewedByTheNetwork Welles lost control of the editing of the film to RKO]], and the final version released to audiences differed significantly from his rough cut of the film. More than an hour of footage was cut by the studio, which also shot and substituted a happier ending. Although Welles's extensive notes for how he wished the film to be cut have survived, the excised footage was destroyed. Composer Creator/BernardHerrmann insisted his credit be removed when, like the film itself, his score was heavily edited by the studio. Creator/RobertWise, who did the editing and shot the revised ending (which actually was taken from the novel), spent years defending his cut as better than Welles' version.

In either case, the film had two previews with Welles' edited version. At the first preview, editor Robert Wise stated that the test audiences were literally laughing at how bad it was. Though researchers note that while ninety percent of the score cards called it terrible, the other ten percent declared it a masterpiece. The second preview at Pasadena was vastly more favorable and audiences reacted to it with enthusiasm even if they felt it was bleak but the studio felt it was too much of a gamble and refused to listen to producer David O. Selznick who saw the original cut, loved it and insisted it be sent to the Museum of Modern Art. They cut out 40 minutes, shot a new ending and [[KickTheDog ordered that the original footage be burnt.]]

Even in the released version, ''The Magnificent Ambersons'' is often regarded as among the best U.S. films ever made, a distinction it shares with Welles's first film, ''Film/CitizenKane''. The film was nominated for four AcademyAwards including Best Picture, and it was added to the NationalFilmRegistry of the Library of Congress in 1991.

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!!This film provides examples of:
* AsYouKnow: Some expospeak from the townspeople in the beginning about the Ambersons and their fancy house.
* BittersweetEnding: Isabelle is dead, and she and Eugene never married. George has been brought low enough to work for meager wages, and then he's injured in an automobile accident. The Ambersons are broke. But there's an implication that Lucy and George might get together after all, and Eugene takes some comfort in believing that Isabelle's spirit is with them and knows about his reconciliation with George.
** The somewhat happier note with the scene in the hospital hallway was the principal addition that lightened Welles' DownerEnding, which was more bleak, with Fanny alone in a boardinghouse and a final meeting with Eugene reminding her of what she'd lost.
* BreakTheHaughty: George, oh so very much.
* {{Chiaroscuro}}: Used for several scenes in the dark old Amberson mansion, including a striking shot when Eugene and Lucy are leaving after the ball, and beams of light from outside are cast upon the people in the dark foyer.
* DancesAndBalls: George meets Lucy, and Eugene is reunited with Isabelle, at "the last of the great long-remembered dances" at the Amberson house.
* GayNineties / TheEdwardianEra: The film bridges these two eras, and incorporates features of both.
* HitlerCam: This effect, used in ''Citizen Kane'', is used here in an even more inventive manner, with a moving camera positioned down below and pointed up at George and Lucy as they take a carriage ride.
* IdleRich: George says in no uncertain terms that he desires to be this. It doesn't work out.
* InteractiveNarrator: Only briefly. Some town busybody chatters about how Isabelle is going to pop out a bunch of children. Welles the narrator says that in fact she had only one, and the busybody says "Only one?".
* IrisOut: This effect, which in 1942 was already old-fashioned, is used as Eugene drives away in his experimental car, possibly to illustrate how times are changing.
* ItWillNeverCatchOn: Many people's reactions to the "horseless carriage", though George remains convinced of this long after everyone else starts to come round to the idea.
* JerkassHasAPoint: George delivers a rude and pissy monologue at dinner about how the automobile shouldn't have been invented and is ruining everything. Eugene is hurt, but admits that George might be right. Later in the film Welles' narration mentions how the new growth inspired by the automobile "befouled" the town. And a newspaper headline reports the rash of injuries and deaths caused by automobile accidents.
* LaserGuidedKarma: George is brought low, very low indeed.
--> '''Narrator''': Something had happened. A thing which, years ago, had been the eagerest hope of many, many good citizens of the town, and now it had come at last; George Amberson Minafer had got his comeuppance. He got it three times filled, and running over. But those who had so longed for it were not there to see it, and they never knew it. Those who were still living had forgotten all about it and all about him.
* LostForever: A good chunk of this movie was edited and thrown away by producers while Welles was abroad.
* ManChild: George, who as a grown man still wants to hang out with his mommy and be spoiled.
* AMinorKidroduction: George is introduces as an awful child, before the film cuts forward to George as college-aged and played by Tim Holt.
* MommyIssues: George has some issues regarding his mother's personal life.
* MythologyGag: Or maybe IdenticalStranger. Or maybe CelebrityParadox. But in any case, the town newspaper includes on its front page a "Stage Scene" column by [[Film/CitizenKane Jed Leland]], complete with a picture of Joseph Cotten.
* {{Narrator}}: Welles, who doesn't otherwise appear in the film.
* OedipusComplex: Isabel and George ALL. DAY. LONG.
* ParentWithNewParamour: George does not deal with it at all well when Eugene and Isabelle start dating.
* RomancingTheWidow: Eugene starts putting the moves on Isabelle after her husband dies.
* SpoiledBrat: George is an awful little twerp as a child, and he doesn't get any better when he grows up.
* TitleDrop: Welles mentions "the magnificence of the Ambersons" a couple of times.
* VideoCredits: Not only video credits, but narrated video credits, with Welles reading off the names of each actor and who they played in the movie. The credits end with Welles reading off his own credit over a shot of a microphone.
--> "I wrote the script and directed it. My name is Orson Welles. This is a Mercury Production."