Movie News & Reviews

‘Chimes at Midnight’ rings true to the great Orson Welles

In addition to writing and directing “Chimes at Midnight,” Orson Welles stars as Shakespeare’s favorite fool, Falstaff.
In addition to writing and directing “Chimes at Midnight,” Orson Welles stars as Shakespeare’s favorite fool, Falstaff. File photo

Orson Welles claimed that “Chimes at Midnight,” his 1965 Shakespeare-inspired drama, was his favorite of all the movies he directed.

But in the half century since its release, “Chimes” (also known as “Falstaff”) has been nearly impossible to watch, largely because of disputes over its ownership.

Not anymore.

The legal loose ends have been tied up, and the film has undergone a major 50th anniversary restoration with special attention paid to its muddy soundtrack (a fairly important flaw when you’re delivering Shakespeare’s dialogue). The Criterion Collection has released a pristine home video version, and on Friday the spiffed-up “Chimes at Midnight” begins a run at the Tivoli Cinemas.

It is, if not precisely a great movie, a stunning one, marked by brilliant black-and-white photography, one of the best battle scenes ever filmed, a host of terrific actors who intimately know their way around the Bard, and a bigger-than-life performance by Welles as the drunken/charming Sir John Falstaff.

Some critics now regard it as the ultimate movie statement by Welles, who is himself a case study in the curse of early success.

The one-time “Boy Wonder” who at age 25 gave the world “Citizen Kane” — perennially at the top of the list of the best American films — discovered early on that Hollywood cared less about genius than box office.

He’d been given a free hand and nearly unlimited resources by RKO Pictures, but “Kane,” released in 1941, wasn’t a big hit.

His second feature, “The Magnificent Ambersons” (1942), was taken away from him by the studio and re-edited. RKO dropped him, and from that point on he was an industry outsider.

As a vagabond director, Welles was forever scrambling to raise the money for his films, many of which suffered from insufficient budgets, technical limitations and torturous on-and-off shooting schedules dictated by his money-making acting gigs and cash shortages.

Given the hardships he faced it’s amazing that Welles was able to direct nearly a dozen features, among them the film noir classic “Touch of Evil” (1958), a 1962 adaptation of Franz Kafka’s “The Trial” and especially two Shakespeare adaptations, “Macbeth” (1948) and “Othello” (1952).

From boyhood Welles was obsessed with Shakespeare. As a boarding school student he had attempted to meld several of the histories. Over time it mutated into the play “Five Kings,” which had a disastrous opening night in New York in 1939 and quickly vanished.

Far more successful were Welles’ mountings in 1936 and ’37 of the so-called “voodoo” “Macbeth” (performed onstage by an all-black cast and set on a Caribbean island) and “Julius Caesar” (performed in modern dress and reflecting the rise of fascism in Europe).

Welles once described playing Falstaff — “Shakespeare’s greatest creation” — as his life’s ambition.

In fact Welles, who had grown corpulent in the quarter century since “Kane,’’ is nearly perfect in the role.

Falstaff, who appeared in three of Shakespeare’s plays, is a huge fellow, a bombastic orator and a physical coward, a riotous drinker and carouser. But Welles is not content to make his Falstaff a caricature — there’s real heart and pathos beneath the buffoonery.

In 1960 (in his last stage appearance) Welles debuted a stage version of “Chimes at Midnight” in Belfast and Dublin. The script drew its plot and dialogue from several of Shakespeare’s histories — “Henry IV, Part 1,” “Henry IV, Part 2” (which includes Falstaff’s “We have heard the chimes at midnight” line”), “Richard II,” “Henry V” — as well as the Falstaff-centered comedy “The Merry Wives of Windsor.”

Enthused by the possibilities of a film version, Welles went into fundraising mode. He found a financier — and sucker — in a Spanish producer who wanted Welles to make a version of “Treasure Island.” Welles agreed if he could shoot “Chimes” at the same time.

In fact, he never shot one scene for “Treasure Island.” Welles pulled off the con by building a huge set that could be used in either film. The barn-like Boar’s Head Inn, Falstaff’s favorite hangout, could pass for “Treasure Island’s” Admiral Benbow Inn if the producer visited the set.

Welles recruited a dream cast. Keith Baxter plays Prince Hal, the ne’er-do-well heir to the English throne for whom Falstaff is a lovable reprobate father figure. John Gielgud is the disapproving King Henry IV. Margaret Rutherford (known around the world as Miss Marple in a series of detective movies based on Agatha Christie) portrays Mistress Quickly, proprietor of the Boar’s Head Inn. Jeanne Moreau took the role of Doll Tearsheet, the wench who is soft on the portly knight.

Welles began filming in Spain in September 1964 and by December had run out of money. He suspended production and devoted two months to talking a second producer into underwriting “Chimes”; this explains the confusion over the film’s ownership.

Meanwhile many of his actors had to work around other projects. In numerous instances costumed stand-ins were filmed from behind because the stars were not available.

To further complicate matters, the film was mostly shot with no sound equipment and then dubbed imperfectly months later. Welles was forced to use this method out of economic concerns and because many supporting actors spoke little English.

If the sound was iffy, the visual images captured by Welles and cinematographer Edmond Richard are hauntingly beautiful. Each shot has been impeccably composed, and Welles took full advantage of the walled Spanish city of Avila and an abandoned castle as his principle sets.

“Chimes” reaches its high point late in the film with the Battle of Shrewsbury, in which Prince Hal defeats his rival Hotspur. It is six minutes of unbelievable medieval mayhem, with men grappling and grunting in the mud, horses screaming and metal clanging. (You have to wonder if Mel Gibson watched this sequence before staging his battles in “Braveheart.”)

And hovering over it all is Welles’ monumental portrayal of Falstaff, an old rogue as endearing as he is foolish.

In a weird way, Orson Welles was Falstaff: fat, self-indulgent, a scam artist living on borrowed cash, a poet, a lover … and as Shakespeare described him: “this bed-presser, this horseback-breaker, this huge hill of flesh.”

Read more of freelancer Robert W. Butler’s movie coverage at