The Magnificent Ambersons (1942 Orson Welles & scr)

An extraordinary film, I'm sure an influence on Fellini (amongst others), feels very modern. As a simple example, scene between Tim Holt and Agnes Moorehead. They argue, she sinks to the floor, he pulls her up and through various rooms - all in one long camera take, easy (easier) to do now with Steadicam, but then - that heavy camera, rails for the tracking, lighting. Full marks to Stanley Cortez, but also to Welles, who has made a much less flamboyant film than Citizen Kane (better, it turns out)  in which he will favour a long take with no cutting than something more showy. (Moorehead and Cortez were both Oscar nominated.)

It's a great cast, led by Welles' own wonderfully melancholic narration (itself Oscar-worthy): Joseph Cotten, Dolores Costello, Anne Baxter, Ray Collins, Erskine Sandford, Richard Bennett (the grandfather - that scene where he can't remember where the deeds are, then rambles into fade-out).

The original ending was to have been Cotten visiting Moorehead in her boarding house - they talk over each other and there are hints that she may be mad. In Welles' own words "Everything's over".

There's something also very modern / distinctive in scenes where the camera leaves one character and picks up on another, very much evident in the ball scene, but also when we learn of the mother's demise.

Extraordinary lighting, staging and production design.

I agree with Q: the end credits are the best ever.

Incredible composition

Risky, dramatic lighting