Although it is spectacularly photographed, there's no question about the main draw ofPrince of Foxes:  Orson Welles easily pilfers every scene he's in. Tyrone Power is the nominal star, but Welles gets to play the larger-than-life Cesare Borgia, looking to expand his power by gobbling up Italian land in every direction. Power, as his faithful and ambitious lieutenant, is dispatched to soften up a city-state... but it's Power who ends up softening. The production is beautifully mounted by director Henry King, with location shooting that rivals the King-Power collaborationCaptain from Castile, although color would have made the Borgia world a more vivid playpen.Welles was concurrently making his version ofOthello, and used jobs likePrince of Foxesto pay for his own movie. There's no denying that things slow badly whenever Welles isn't on screen, although Everett Sloane (a longtime Welles company actor) brings vinegar to his part as a hired assassin. Ty Power, who already looks older than his 35 years, is clearly beginning to wear down as a dashing adventure hero--but both he and Welles would return a year later inThe Black Rose, a bouncier epic entirely.--Robert Horton