Orson Welles' expressionist, visually stunning version of Macbeth was the director's first attempt at a cinematic adaptation of Shakespeare. Shot quickly and cheaply, the film makes a virtue of its budget minimalism by setting the familiar play within a spartan, eerie wasteland of fog and bare rock. Welles surrounds this bleak, violent parable of power and ambition with swirling fog, twisted trees devoid of leaves, stark expanses of vague nothingness in which only the light-sculpted features of the play's protagonists stand out, as though they are declaiming into a void, spitting out their tormented speeches while already engulfed in the hell that awaits them for their vile deeds.
Welles is mostly faithful to the text of Shakespeare's play, shifting some words and characters around here and there, and somewhat emphasizing the religious subtext of the story, but mostly remaining true to the language and the story. Macbeth (Welles) is moved to murder the king by a prophecy given to him by three witches, further encouraged in the deed by his scheming, ambitious wife (Jeanette Nolan). His crime gets him the crown, but he's overcome by paranoia and madness, growing ever more bloodthirsty and reckless as he desperately defends his ill-gotten title. The story is a classical study of the corruption of power, and Welles revels in the blustery speeches and stormy psychological subtexts, all of it delivered with the familiar disembodied sound that often characterized Welles' approach to dialogue — he recorded all of the speech separately, so that the actors are simply mouthing their words, and the dubbed, echoing quality of the sound contributes to the film's strange, haunting feel.
It's visually that Welles really makes his mark on this material. The chintzy sets and shoddy theatrical props of this production were doubtless necessitated by budgetary limitations, but Welles uses his limited means with purpose. The castle through which Macbeth stalks looks more like a cave, the bare rock walls warped and full of holes in which all light disappears, the ceilings low and craggy overhead. The film's atmosphere would be well-suited to a horror movie, with fog draped around the dark, minimal set, reducing visibility to a small circle of empty space in which Macbeth paces like a trapped rat, his face often blown up in dramatic closeups that capture every bead of sweat dripping from his skin, every quiver of his lips and every wild, bulging expression in his eyes. The backgrounds are blurry and sketchy, a few warped trees sticking up out of a wasteland, crudely carved rock everywhere, while the faces of the actors are crisply delineated with bold, high-contrast lighting, their eyes often shining out of the darkness of their shadowed faces.
The frequent close framing of the actors places the larger-than-life emotions of Shakespeare's text front and center. Even the minimal scenery, so gloomy and gothic, seems to reflect the warped inner psychology of Macbeth and his wife, their paranoia and evil writ large upon their surroundings. Welles poses Lady Macbeth as a seductress, a femme fatale, urging her husband on to his murderous, treacherous deeds. In the crucial scenes where she convinces him to kill the king, Welles frames Macbeth in the foreground with his wife slyly positioned to his side, whispering in his ear, casting charged glances his way. She's Eve and the serpent all rolled into one form, her last-act attacks of conscience notwithstanding, and at one point her face glides into the frame at the fringes, behind a towering closeup of Macbeth, like a sinister sprite perched on his shoulder, whispering evil in his ear.
The minimalist aesthetic at times seems to mock the protagonist. When Macbeth is crowned king, a silly-looking square crown, at once flimsy and bulky, is placed upon his brow, with his glowering face beneath it. He marches out before his assembled troops and subjects for the first time as their king, and the music too mocks him, accompanying what should be his grand entrance with a jaunty tune more suited to a court jester than a king. Later, at the climax of the film, as Macbeth's foes amass beneath his ramparts to unseat him, the king runs back and forth across the bare stone of his courtyard in a crown designed to resemble the Statue of Liberty's spiked headband, thus ironically juxtaposing the vicious tyrant with the symbol of American democracy.
Macbeth's famous final act soliloquy — "full of sound and fury/ signifying nothing" — is delivered against an abstract image of smoke roiling and spinning in slow motion, a foggy void that's set to devour the murderous king, to end his time of strutting upon life's stage. Welles' visual interpretation of this material is often subtly clever like this, expanding the text with a truly cinematic sensibility. Welles cuts from Macbeth looking at a twisted tree branch and musing about crows to the image of the two murderers who Macbeth has sent after Banquo, crouched on a tree limb, their shadowy forms looking very bird-like as they wait for their victim to pass by so they might descend on him. The sound design is also exceptional, with Welles ascribing piercing, harrowing import to a few key sounds on the otherwise hollow, disembodied soundtrack: after the king's death, especially, the loud knocking of Macduff (Dan O'Herlihy) at the castle door reverberates impressively, a foreboding sound of doom, and there's a similar force to the screech of the owl that so frightens Lady Macbeth that she grasps at her chest as though she's been stabbed by the sound. Welles' Macbeth was not appreciated in its time, but in fact it's a stunning and visually inventive adaptation.