The Magnificent Ambersons (1942)  

A classic period piece and costume drama based on the 1918 novel by Booth Tarkington about a prominent, wealthy, 19th century Midwestern family grappling with changing times, progress and the coming of the modern industrial age at the turn of the century. Eugene Morgan (Cotten) courts Isabel Amberson (Costello) over many years, but her spoiled son George (Holt) ruins their chances, and the proud family disintegrates into squabbling. Agnes Moorehead plays the romantically-frustrated Aunt Fanny. Like the previous year's Citizen Kane, this second film masterpiece by Orson Welles was mutilated by RKO studio executives before its release (with a sentimental, tacked-on ending), though it still remains a director's film, with refinement of cinematic techniques including sound manipulation, long takes, a complete rotation in a single shot, quick-cuts, and artistic cinematography. Academy Award Nominations: 4, including Best Picture, Best Supporting Actress--Agnes Moorehead, Best Art Direction-Set Direction, and Best B/W Cinematography.