Orson Welles' heart finally gave out on the morning of Oct. 10, 1985. Just a day earlier, he had made one of his regular appearances on The Merv Griffin Show. The Boy Wonder who had whipped America into pandemonium with his War of the Worlds radio broadcast in the '30s had, by age 70, swollen to the size of a zeppelin, and been reduced to recounting canned anecdotes and performing halfhearted magic tricks.

How did it come to this? How did the 25-year-old genius who directed Citizen Kane — a film universally regarded as one of the, if not the, greatest movies ever made — wind up making benign chitchat on daytime TV? How did the director of The Magnificent Ambersons and Touch of Evil become such a sorry, bloated punchline pitching jug wine and frozen peas to make ends meet? Where did it all go wrong?

There's not one simple answer, no Rosebud that explains away all of these questions. But through all of the ups and downs of his career, there was one regret that haunted him more than any other. So much so that Welles, a man who would happily barrel on about any subject in that famous baritone of his, didn't even like to speak of it. And on the few occasions he did, he would sorely refer to it as ''the most butchered film of my career.'' The film was 1955's Mr. Arkadin.

With the release this month of a new three-disc Criterion DVD boxed set titled The Complete Mr. Arkadin, movie fans can finally witness three different versions of this, Welles' most troubled film — a film that was ripped out of his hands before he got the chance to finish editing it. In each, there are unmistakable moments of greatness. And in each, if you squint hard enough, you can also still make out the scars of a betrayal that broke Welles' heart.

By the late '40s, Welles, recently divorced from Tinseltown sex bomb Rita Hayworth, had given up on America. And in many ways, America had given up on him. Despite his early success with War of the Worlds and the Mercury Theatre group, every movie Welles had made in Hollywood — with the lone exception of 1946's The Stranger, a film he didn't care for — had been a commercial failure. Even Kane bombed. Misunderstood and unappreciated, Welles set off for Europe in what would become a decade of exile.

The first film Welles directed abroad was Othello. Despite winning the Palme d'Or at Cannes in 1952, the Shakespeare adaptation failed to impress the studio heads back in Hollywood; it wouldn't open in the States for another three years. Ironically, it was just a few years earlier that Welles had his greatest success as an actor, in Carol Reed's The Third Man.

In that still-classic espionage thriller, Welles plays a mysterious black-marketeer named Harry Lime. The movie was such an international sensation that Welles parlayed the character into a BBC radio serial called The Adventures of Harry Lime.

Welles' next movie idea sprang from three Harry Lime episodes. It told the tale of a shady international multimillionaire with amnesia named Gregory Arkadin who hires an American fortune hunter to investigate his past. The story, which globe-trots across Cold War Europe, is a dark, twisty puzzle with a baroque menagerie of characters like heroin addicts, flea circus hucksters, and chain-smoking dowagers. ''Welles always thought Arkadin was the best 'popular' story he ever thought up,'' says director Peter Bogdanovich, a friend of Welles' for nearly two decades.


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