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Principal photography began on August 11 with virtually the same crew that had collaborated on Son of Frankenstein, including the Otterson-Riedel team and cinematographer George Robinson, ASC. Robinson's gift for creating strong radial compositions and dramatic shadow-play was again a critical factor. Lee and Robinson deliberately avoided the sweeping crane shots deemed necessary for most spectacular productions, opting instead for a minimum of camera movement.

RKO had wanted Rathbone to play the principal villain's role in their even bigger historical horror show, The Hunchback of Notre Dame, but he was already committed to Rio and Tower. In fact, he was also completing Rio during his first week's work on Tower.

Actors portraying Richard have varied his appearance and personality considerably. In early screen versions, stage stars Sir Frank Benson (1911) a cousin of Rathbone and Frederick Warde (1912) scuttled about, exploiting the character's misshapen body to the fullest. John Barrymore, in his famed Broadway version as well as a marvelous soliloquy filmed in 1930 for Warner Bros.' The Show of Shows, wore a huge hump on his back, but moved gracefully and presented an almost heroic monster. In the 1955 Richard III, Sir Laurence Olivier performed the character as a soft-spoken sneak with elongated nose, large hump, withered arm and deformed hand. In the 1995 version, Sir Ian MacKellen updated the black-hearted monarch as a Nazi.

Rathbone's Richard is a hearty man of action, a great swordsman hardly burdened by his hunched left shoulder. Behind a secret panel he keeps a small diorama of the throne room, with mannequins of the current monarch attended by the six in line of succession. Richard is last. When an heir is eliminated, whether through Richard's machinations or by attrition, Richard tosses the decedent's effigy into the fireplace and moves the others a step closer to the throne. His ambitions are shared only with his worshipful acolyte, Mord, executioner and constable of the tower, who tells him: "You're more than a duke to me, more than a king. You're like a god to me."

Mord is the only wholly fictitious major character in the movie. Jack Pierce, creator of Karloff's makeups for Frankenstein, The Mummy, The Old Dark House and other classic Universal chillers, manufactured Mord's grim visage. With a shaved head, hawklike nose, flattened ears, huge shoulders, a twisted leg and a clubfoot, along with Karloff's inexplicable ability to seem larger than everyone else, Mord is an admirably terrifying heavy.

Tower of London closely resembles the Shakespeare version of Richard's tale, but is less complicated and offers updated, easier-to-follow dialogue. The story spans the years 1471-1485, opening before the Battle of Tewkesbury and closing after the Battle of Bosworth. King Edward IV (Ian Hunter) has usurped the throne and imprisoned feeble-minded King Henry VI (Miles Mander). When Edward orders the execution of Lord DeVere (John Rodion), John Wyatt (John Sutton) gets the permission of his cousin, Queen Elysabeth (Barbara O'Neil), to stand by the martyr on the gallows. This incurs the displeasure of Edward and his youngest brother, Richard of Gloucester. For political reasons, Edward orders Wyatt to marry an elderly dowager. Wyatt, who loves Lady Alice Barton (Nan Grey), the Queen's lady-in-waiting, refuses and is imprisoned in the tower.

When Henry's son, the Prince of Wales (G.P. Huntley), leads an invasion against the throne, Edward and Richard take Henry into battle, hoping he'll be killed. Richard, in love with Wales's wife, Anne Neville (Rose Hobart), kills his rival at Tewkesbury. Henry returns unscathed. George, Duke of Clarence (Vincent Price), Richard's older brother and husband of Anne's sister, Isobel (Frances Robinson), hides Anne. If Richard marries Anne, Clarence will be forced to divide the Neville estate.

Richard has Mord murder old Henry. Mord's spies find Anne, and she is tricked into marrying Richard. Following an argument, Richard challenges Clarence. Knowing Richard's prowess in combat, Clarence, a heavy drinker, chooses wine as his weapon. Richard loses the duel, but he and Mord drown Clarence in a butt of malmsey.

Six years later, after freeing Wyatt, Edward dies. His elder son, the young Prince Edward (Ronald Sinclair), becomes king, and Richard is made his protector. Fearing Richard, Elysabeth has Wyatt steal the king's treasure to help the exiled Henry Tudor (Ralph Forbes) against Richard. At Richard's command, Mord's men murder the boy king and his younger brother, Prince Richard (John Herbert-Bond). Wyatt is captured and tortured, but Alice, disguised as helper to chimneysweep Tom Clink (Ernest Cossart), helps him escape. Tudor marches on London. During the battle of Bosworth, Richard is killed by Tudor, and Mord dies by Wyatt's sword.

Ian Hunter, a burly South African, offers a brutal but high-spirited portrayal of King Edward, whose philosophy is "Marry your enemies and behead your friends." The queen is played by Barbara O'Neil, the dignified actress who portrayed Scarlett's mother in Gone with the Wind. Vincent Price, recently arrived in Hollywood after his stage successes in London and New York opposite Helen Hayes in Victoria Regina, is splendid as the cowardly, blubbering Clarence. Nan Grey, a lovely blonde from Texas, is a pleasing romantic lead even though she lacks an English accent. John Sutton, an India-born graduate of Sandhurst, former African white hunter and Far East tea plantation manager, is a natural for the heroic Wyatt.

Ernest Cossart provides good comic relief as Tom Clink. Rose Hobart is lovely and sympathetic as the deluded Anne, a role severely shortened in the final cut. One of Mord's well-chosen henchmen is Al Brady, who also appeared in Warde's 1912 Richard III. John Rodion, impressive as the first victim of Mord's axe, was actually Rodion Rathbone, son of Basil. There's a nice moment when he is about to say his last words and the sheriff (Reginald Barlow) whispers, "Make it short, I pray you, so as not to tire the King." DeVere also tips Mord for his services: "Here is a groat, the smallest coin I know."

Miles Mander, fine as always, is the feeble King Henry, who is at prayer when Richard hands Mord his knife, saying, "It is an occasion for a blade in the shape of a cross. It will ensure the thrust and bless the wound." Henry's prayer is cut short and Richard finishes for him.


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