In a wealthy Indianapolis community, in an age of progress circa 1900, sits the once prestigious and now fading Amberson mansion. One of its residents, the beautiful Isabel (Dolores Costello), once welcomed the affections of Eugene (Joseph Cotton) but ended the engagement following a public humiliation and went on to marry a lifeless bore and gave her her only child, the pompous, irascible George (Tim Holt). When Eugene returns many years later, widowed and as a successful automaker, George takes a liking to his daughter Lucy (Anne Baxter), but becomes enraged when he learns of Eugene's and his mother's past kinship. Orson Welles' chose to adapt Booth Tarkington's novel (which Welles suspected was modeled after himself and other members of his family) for his sophomore directorial outing and, even in spite of the infamous studio butchering, is still a worthy follow-up to "Citizen Kane." The photography, editing, and storytelling modes are unique and innovative and the performances are excellent, especially Cotton as the bemused and noble suitor, Costello as the sweet and best heiress, Holt as a spoiled no-account, and Agnes Moorehead as his jealous, spinster aunt.