But honestly, we gotta hand it to Karloff, who really sticks in your mind as Richard's sadistic henchman Mord.

It's 15th century England, and Richard of Gloucester (Rathbone) stands last in a long line of heirs to the throne.

So what's a crafty, ambition-hungry nobleman to do?

Why, kill his way to the top, of course!

Aided by the cold blooded thug Mord (Karloff), Richard systematically eliminates those ahead of him in line to be King...one by one by one.

Drowning his brother George in a vat of English wine? No problem.

Imprisoning his headstrong sister-in-law Elizabeth so that she won't get in his way? Check.

Dispatching his two nephew princes to the Tower, and then hiring a few hoods to murder them? Easy. Mr. Chip On His Shoulder simply won't be stopped.

There have many film adaptations of the colorful story of Richard III (Laurence Olivier's 1955 Shakespeare version is a feast for the eyes).

But this 1939 version is a surprisingly classy affair. Rathbone delivers a confident performance as the crookback King, and Karloff maximizes every ounce of screentime, clearly delighting in his role as the pain-dispensing Mord.

Only Price is a bit underused here, playing Richard's brother George. But don't disparage: Roger Corman would remake this in 1962, starring Price... as Richard III!