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The Magnificent Ambersons, Orson Welles's hugely troubled 1942 follow-up to Citizen Kane is one of those films that cinephiles blather on about, but few people have actually seen. Fewer still have read the Pulitzer Prize-winning 1918 novel by Booth Tarkington. It's a stylish -- but very sobering -- chronicle of a 19th-century Midwestern American dynasty that is destroyed by external and internal forces: the automobile and the industrial and urban revolution that it sets off, and by two doomed romances.

A&E's three-hour remake of Welles's film airs this Sunday, and there's plenty to anticipate. With a fairly hefty $15-million budget and careful attention to period costumes and scenery, Mexican director Alfonso Aurau (Like Water for Chocolate, A Walk in the Clouds) has made a beautiful-looking picture. The cast is also accomplished, including Madeline Stowe (Twelve Monkeys, The Proposition), Bruce Greenwood (JFK in last year's Thirteen Days) and intense young Irish star Jonathan Rhys Meyers (Gormenghast).

There's the lure of creative resurrection as well. The major rap against Welles's movie is that it was butchered by RKO studio executives, who cut it to 88 minutes from two-and-a-half hours and tacked on an absurd happy ending.

At the time, the 26-year-old Welles was in Brazil filming It's All True, an epic that never was, and devouring epic amounts of women and booze on the side. "They destroyed Ambersons," he said later, "and it destroyed me." Like Citizen Kane, Ambersons bombed at the box office. The original footage was lost and Welles never again won a major Hollywood studio contract.

The new version is based on Welles's script, but not faithful to it. Yet whether you're familiar with the original or not, the remake is a huge disappointment. And it disappoints on so many levels, it's hard to know where to begin, or who to blame.

The plot is certainly grim, a challenge for Welles in 1942 and for Aurau now. The movie opens showing the Ambersons, the most powerful family in Indianapolis, hosting a grand winter ball in 1904. Old Major Amberson greets guests, as does his daughter Isabel (Stowe) and her ineffectual husband, Wilber Minafer, is nearby. The ball is in honour of their headstrong young son George (Rhys Meyers).

Isabel's old flame, Eugene Morgan (Greenwood), a widower, arrives with his daughter Lucy (Gretchen Mol). Isabel should have married Morgan 20 years earlier, but he was poor and a drinker.

Now he is the owner of a growing automobile company, and Isabel is smitten with him again. George, who has demanded -- and gotten -- everything he wants since he was a child, and is hated by everyone in town, is smitten with Lucy.

Wilbur dies soon afterward, and Eugene courts Isabel. George courts Lucy, but he has a burning jealousy of her father that stems from an Oedipal love for his mother. He's also determined to do nothing for a living, and rails against automobiles and any other threat to the established social order. He conspires with his spinster aunt, Fanny Minafer, who's always loved Eugene, to keep him and Isabel apart.

Everything then crumbles. The booming city surrounds the estate. The Major has to sell off some property to developers to raise cash. Isabel develops the family heart ailment, and George takes her off on a round-the-world tour after

a nasty break-up with Lucy. Isabel eventually returns, only to die without seeing Eugene again. The Major dies penniless. George and Aunt Fanny have to move into a dismal boarding house.

This is all rich, melodramatic stuff. And managed properly, it's enthralling. Tarkington's novel is full of subtle insights and humour, some of which Welles used in a voiceover narration at the beginning of his movie: "In those days, all the women who wore silk and velvet knew all the other women who wore silk or velvet." As heavily edited as it was, Welles's version also retained some marvelous scenes, particularly the flowing camera work in his ball sequence.

There's nothing subtle about Aurau's version. It was filmed near Dublin, because the Gilded Age mansions and cobblestoned streets that Tarkington described no longer exist in the U.S. Midwest. Producers also recreated the turn-of-the-century Indianapolis downtown from scratch.

They went overboard. The Amberson estate is so opulent it's otherworldly and utterly ridiculous.

Histrionics abound as well. Oedipal themes that were cleansed from Welles's movie are hammered home, including a long scene of George dancing with his frail, dying mother in a negligee.

The performances are also a mess. George Minafer is a complex character. You're supposed to root for his comeuppance, but not be so revolted that you turn away. Welles played the part himself in a radio play, but cast the wooden Tim Holt in his movie, one of several flaws. Rhys Meyers goes over the top, seething and flailing through every scene.

As Morgan, Joseph Cotten was courtly and elegant in the original; Greenwood is dull. And why was Jennifer Tilly cast as Fanny? Agnes Moorehead struck a perfect balance in Welles's version -- whiny, scheming and pathetically naïve all at the same time.

Perhaps Aurau deserves some credit for making Tilly look like a frump, but it's not clear whether she's supposed to be a villain or provide comic relief. At a low point late in the film, she rolls around on a kitchen table with George, wailing, "You're going to leave me in a

l-u-u-u-u-rch!" Oh pl-e-e-e-e-ase.

The ending of the new version is faithful to the novel. And without giving too much away, it's about redemption. But you'll still scratch your head. "Where's his karmic retribution?," asked one New Age friend of mine.

Where indeed. Maybe in another 60 years, someone will get this movie right.

The Magnificent Ambersons, Sunday, 8 p.m., A&E

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