Although The Magnificent Ambersons was not the last film Welles made in America, he never again took on such large, quintessentially American themes as he did in his first two films. The Magnificent Ambersons deals with the price of technological "progress"—the contamination of the city and the influence of the automobile on modern American life, an extraordinary subject for a 1942 movie….

The attempt is impressive, but the film has never struck me as an entirely satisfactory study of the emergent nightmare city of the twentieth century. The dying aristocratic world of the Ambersons is drawn with great affection and complexity, but the urban industrial world that will take its place is only a shadow; the contrast of nineteenth and twentieth century is asserted rather than explored dramatically…. [Welles's original version of the film] included many more scenes about the city rising around the Ambersons, scenes that might have effectively corroborated Eugene's bleak prophecy. The one scene that remains—George's last walk home through the altered, disfigured city near the end of the film—is brilliant, an example of Welles' astonishing resourcefulness and economy; thanks to the lucid, carefully-chosen images and the evocative narration, in just a few seconds we think we've seen more of the expanding city than we actually have. Outside of this scene, however, the swelling city is an offscreen character, and it needs to be a stronger presence in the film for the erosion of the Amberson style to be fully comprehensible.

Even Welles' original version may have been slightly out of balance in this regard…. [Judging] from Welles' other work, he seems to be more attracted to the past than to the future. His characters inhabit great cavernous houses cut off from the world, castles that easily turn into mausoleums; those magnificent, magical houses represent Welles' intoxication with imaginatively created, self-enclosed private worlds where one can retreat from the chaotic pressures of the present….

The tranquillity savored in Welles' films is not, admittedly, the first thing one notices in watching them. The other side of his work, especially pronounced in the first two films, is the youthful energy of his style. Just as one is immediately struck by the tremendous élan of the March of Time parody or the newspaper party in Citizen Kane, the sequence in The Magnificent Ambersons that is most dazzling on first viewing is the hilarious, breathtaking scene of the automobile ride in the snow—the staccato rhythm provided by the overlapping dialogue gives the film a burst of exhilaration. It is the one moment in the film when the nineteenth and twentieth centuries seem to come together, and when Welles acknowledges his attraction to the machine, and to the speed and volatility of modern life….

In The Magnificent Ambersons the Welles hero is split in two—the arrogant, domineering, but childish man of leisure, George Amberson Minafer …, and the gentle, self-effacing entrepreneur, Eugene Morgan…. It's an interesting concept, but too neat a paradox, too schematic. If Welles had played Eugene Morgan, the film might have developed a richer kind of tension. (p. 49)

Many of Welles' films are set in the past, but The Magnificent Ambersons is a different kind of journey backward in time—a journey back to childhood, a study of the claustrophobic intensity of family life. The film is full of painful family separations; the central one, as in Citizen Kane, is the separation of mother and son. The Magnificent Ambersons has the power of a dream formed in boyhood, a spell that can never be broken. Welles pays attention to the perversions of feeling within the suffocating cocoon of the family mansion….

Welles follows Tarkington closely in all of this, but he sometimes extends the novel's implications. The most obvious variation is in the characterization of Fanny, [who becomes] one of the first truly modern characters in American films, an archetype for all those hysterically repressed, neurasthenic spinster heroines of the next decades. This characterization is not conceived in conventional, realistic terms. There's no apparent logic to many of Fanny's outbursts—they surprise us and make us uncomfortable. Even within a scene, her quicksilver shifts of emotion are startling and alarming….

Though Welles never appears in The Magnificent Ambersons, his presence as narrator is crucial to the conception of the film. The Magnificent Ambersons contains the most beautiful, pertinent use of narration I have seen in movies. The narration is not used simply to provide information; it adds to the sensuous atmosphere of the film. The language itself, eloquently spoken by Welles, has a rich, lyrical quality that seems to belong to the aristocratic past; its literary cadences are part of the vanished courtly style that the film mourns. But in an even more important sense, the narration calls attention to the nostalgia that is the film's subject as well as its dominant mood. We are constantly aware of a voice reflecting on the past, wistfully invoking its mysteries. From the very start the hushed but intense tone of Welles' narration suggests the recreation of a child's fairy tale. The storyteller, the dreamer who calls up the past for us, haunted by the world he brings to life, becomes a character we want to evaluate along with the others….

It's too simple, then, to say that The Magnificent Ambersons is no more than a film of nostalgic reverence, but there is no denying the melancholy intensity with which the film dwells on the Ambersons' decline…. One cannot account for the film's distinctive qualities by saying that Welles was simply being faithful to his source, what is inescapable in watching the film is the graceful, persuasive feeling he has for the material. This film contains some of the strongest, most haunting and desolate images in all of Welles' work. The same mournful sense of loss and regret in much later films like Falstaff and The Immortal Story seems easier to understand….

[Among] great films, The Magnificent Ambersons is the one you remember for the sad, lush, seductive poetry of death. (p. 50)