Three witches tell Macbeth (Orson Welles) that he will be a King. Not content to let their prophecy play out, he and his power hungry wife (Jeanette Nolan) decide to murder any possible competition in their quest for power. The first of Welles' Shakespearean film adaptations is remarkably effective considering its poverty row budget (this was a Republic production) and shot in 23 days with rented costumes on leftover sets. Welles' decision to have the actors speak in Scottish brogues was criticized at the time of release and though it makes the dialog difficult to comprehend at times, it gives the film a veneer of authenticity. Welles has taken a film maker's license to cut much from Shakespeare's play and has given it a few cinematic flourishes. But what stands out are the two central performances of Welles as Macbeth and Nolan as his Lady Macbeth. Nolan never again had a film role as good as this one and quickly became a familiar character actress in film and TV. The intrusive score is by Jacques Ibert. With Roddy McDowall, Dan O'Herlihy, Alan Napier, Lurene Tuttle, Erskine Sanford and Peggy Webber.