In 15th Century England, Richard, Duke of Gloucester (Basil Rathbone), helped by his club-footed executioner Mord (Boris Karloff), gradually kills of all of those ahead of him in line to the throne. He has a dollhouse that resembles the throne room and as the movie begins it is filled with tiny figurines. As those depicted by the figurines are killed, he removes and burns them with delight, until only he remains. Finally, after he has eliminated Edward IV (Ian Hunter) he becomes Richard III. Vincent Price plays the Duke of Clarence, one of the unfortunates, and shows little of the commanding presence and voice of the actor we know and love.

The film was produced and directed by Rowland V. Lee, based on a screenplay by Robert N. Lee that used the traditional (read Shakespearean) depiction of Richard III, who took the throne in 1483. The film was conceived years before production, when Rowland V. Lee went to England to do research for a film on British history. He considered the rise and reign of Richard III to be the roughest and most violent era of that history. He was given half a million dollars and 36 days to create the film. Though the story is bloody, it is not a horror film but a historical drama, a little slow perhaps but fascinating. Assistant Editor Paul Lazarus regretted that all the scenes were so remarkable and intense that there was no pacing or change.

They recreated the Tower of London on the Universal back lot, 75 feet tall, but it was used in later productions. Fractious extras and bad weather made the staging of the battle scenes on a field in Tarzana horrendously difficult and the film went overbudget by 80,000 dollars. The fog machine did not work properly in the high winds. It was 100 degrees and 300 extras suffered. The rain machines made the cardboard armor disintegrate, but all that made the battle scenes more realistic, chaotic and intimate, and later versions of the story used the same filmed scenes instead of staging the battles anew.

The score by Hans J. Salter used authentic period music, but the studio brass didn’t like it and they used music from Frank Skinner’s Son of Frankenstein instead. Karloff, Rathbone, and Price took turns chewing the scenery. Vincent Price was the new guy at the age of 28, and Karloff and Rathbone liked to torture him. After the scene in which he as the Duke of Clarence was drowned in a keg of wine, Karloff sat on the lid until he was nearly drowned. The film was remade in 1962, 23 years later, in which Vincent Price played Richard at the age of 58. We do not know if he tried to drown anybody. He found the 1939 version a bit ponderous, but interesting.

The real Richard III had scoliosis—curvature of the spine—but appears not to have been as deformed, nor as cruel, as the villain in Shakespeare’s play. He was ruthless, but that is hardly rare among Medieval kings. There is some suspicion surrounding the deaths of his opponents and particularly the young Princes Edward and Richard, but no actual proof. His York family was opposed to the Tudor ancestors of Queen Elizabeth I, Shakespeare’s patron, and that may have influenced the creation of a great literary villain. His skeleton was unearthed under a parking lot in Leicester in 2012 and proven authentic with DNA analysis. He was not a hunchback, and he was a blue-eyed blonde.