Based on Booth Tarkington's 1918 novel about a wealthy Midwestern family that deteriorates with the coming of the automobile, Orson Welles' under-appreciated 1942 classic goes from intimate nostalgia to wrenching pathos. Orson Welles connected profoundly with the source material. In "This Is Orson Welles," the director tells Peter Bogdanovich that his father was a friend of Tarkington's, and that "there's really a lot of my father" in the character of Eugene Morgan, "an early automobile fellow with a deep suspicion of what the automobile would do." As played by Joseph Cotten, Morgan sums up everything Welles admired about a certain kind of progressive American: a sleek yet homespun attractiveness; and rambunctious drive and spontaneity, modulated by respect for old-fashioned beauty. Morgan's success deflates the grandeur of the Ambersons (who are sublimely embodied by Dolores Costello, Tim Holt, Ray Collins, Richard Bennett, and the great Agnes Moorehead). But Morgan is generous and elegant, and Cotten's performance builds as gracefully as the Emile Waldteufel waltz that Bernard Herrmann used in the score -- "Toujours ou Jamais" ("Always or Never").